This document contains a Proxy Statement and proxy card(s) or voting instruction card(s) for an upcoming shareholder meeting of Russell Investment Funds (the “Trust”). A proxy card or voting instruction card is, in essence, a ballot. When you vote using a proxy card or provide voting instructions, you appoint an individual named on the card to act as your proxy at the actual shareholder meeting and you instruct that individual as to how to vote on your behalf at the shareholder meeting. The proxy card(s) or voting instruction card(s) may be completed by checking the appropriate box and voting for or against the ~~proposals.~~proposal.If you simply sign the proxy or voting instruction card without specifying a vote with respect to athe proposal, your shares will be voted in accordance with the recommendation of the Board of Trustees.

Please read the Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your proxy card(s) or voting instruction card(s) or cast your vote by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. Voting your proxy or providing your voting instructions, and doing so promptly, ensures that the Trust will not need to conduct additional mailings or contact you directly to obtain your vote.

Russell Investment Funds (the “Trust”) is holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trust listed above (each a “Fund” and collectively the “Funds”) on ~~November 3, 2014.~~[ ]. The Special Meeting will be held at ~~the~~[the offices of Russell Investments, 1301 Second Avenue, 18^th Floor, Seattle, WA 98101, at ~~11:00 a.m.~~[ ] Pacific ~~Time.~~Time].

The Trust is a Massachusetts business trust operating as a registered management investment company. The Trust currently offers shares of 9 funds. ~~Each~~The proposal relates to shareholders of all of the ~~Funds.~~Funds listed above.

This Special Meeting is being held for the purpose of considering the ~~following proposals:~~approval of a new investment advisory agreement between each Fund and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (or a limited liability company successor to RIMCo), as a result of a transaction involving the sale of Frank Russell Company’s asset management business (including RIMCo) (“Russell Investments”) to a newly-formed acquisition vehicle through which the limited partners of certain private equity funds affiliated with TA Associates Management, L.P. will indirectly acquire a majority ownership interest and the limited partners of certain private equity funds affiliated with Reverence Capital Partners, L.P. will indirectly acquire a significant minority ownership interest in Russell Investments.

~~These matters are~~ discussed in detail in the Proxy Statement enclosed with this Notice.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF ~~EACH~~THE PROPOSAL.

The Trust has fixed the close of business on ~~August 25, 2014~~January 19, 2016 (the “Record Date”) as the record date for determining shareholders entitled to notice of and to vote at the

Special Meeting. Each share of each Fund is entitled to one vote on ~~each~~the proposal and a proportionate fractional vote for each fractional share held. You are cordially invited to attend the Special Meeting.

The Funds offer their shares to variable insurance products (each a “Policy”) issued by one or more insurance companies (each an “Insurance Company”) and to certain other investors. Each Insurance Company holds the interests of each Policy owner (each a “Policy Owner”) in a separate account (each a “Separate Account”). As the owners of the assets held in the Separate Accounts, Insurance Companies are the shareholders of the Funds and entitled to vote their shares. Pursuant to applicable laws, the Insurance Companies vote outstanding shares of the Funds in accordance with instructions received from the Policy Owners. In addition to the shareholders of the Funds, this Notice is being delivered to Policy Owners who do not invest directly in or hold shares of the Funds, but who, by virtue of their ownership of the Policies, have a beneficial interest in the Funds as of the Record Date, so that they may instruct the Insurance Companies how to vote their shares of the Funds that underlie their Policies.

Regardless of whether you plan to attend the Special Meeting, we urge you to vote through the Internet or by telephone by following the instructions on the proxy card(s) or voting instruction card(s), or by signing, voting and returning the proxy card(s) or voting instruction card(s) in the postage paid envelope so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed on your proxy card(s) or voting instruction card(s) and in the Proxy Statement. If you are an Insurance Company or other direct shareholder that attends the Special Meeting, you may vote in person even if you have previously returned your proxy card(s) or have voted through the Internet or by telephone. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Trust, or by voting in person at the Special Meeting. Voting instructions may be revoked before they are exercised by submitting a revised voting instruction card or by giving written notice of revocation to the respective Insurance Company in accordance with any deadline imposed by the Insurance Company. It is very important that you vote your proxy or submit your voting ~~instruction card(s)~~instructions promptly so that a quorum may be ensured and the costs of further solicitations ~~may~~avoided.

I would like to close on a personal note. After much thought and consideration, I have decided to retire from Russell Investments on June 30, 2016. After a more than 30-year career in financial service including six years at Russell Investments, I will leave knowing that the Trust’s business is well positioned to continue to serve you and further enhance our multi-asset proposition to you. Although I will miss the opportunity to serve you, I look forward to having time to pursue a variety of other interests and opportunities. I will remain in my role through this June while playing an integral part in a smooth transition as Russell Investments selects and names my successor. I will also be ~~avoided.~~available as necessary in a consulting capacity for the remainder of 2016 to assist with the leadership transition.

By Order of the Trust,

LOGO

Sandra Cavanaugh

President and Chief Executive Officer

Russell Investment Funds

Although we recommend that you read the complete Proxy Statement, for your convenience we have provided a brief overview of the ~~proposals.~~proposal. The information provided under the “Questions and Answers” section below is qualified in its entirety by reference to the Proxy Statement.

(Name of Person(s) Filing Proxy ~~Statement?~~Statement, if other than the Registrant)

~~The Board~~Payment of ~~Trustees (the “Board”~~Filing Fee (Check the appropriate box):

This document contains a Proxy Statement and proxy card(s) or ~~the “Trustees”)~~voting instruction card(s) for an upcoming shareholder meeting of Russell Investment Funds (the “Trust”) ~~is asking you to vote on the following proposals:~~

~~PROPOSAL 1~~: To approve a new investment advisory agreement between each series of the Trust listed on the Notice of Special Meeting of Shareholders (each a “Fund” and collectively the “Funds”) and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (the “Post-Transaction Agreement”), as a result of a transaction involving the sale of RIMCo’s parent company to London Stock Exchange Group plc (“LSEG”).

Specifically, LSEG has agreed to acquire the entire issued share capital of Frank Russell Company (“FRC”), RIMCo’s parent company, from The Northwestern Mutual Life Insurance Company and other minority shareholders of FRC. The acquisition will be structured as a merger between LSEG US Sub, Inc., an indirect wholly-owned subsidiary of LSEG, and FRC in which FRC will be the surviving corporation (the “Transaction”). The consummation of the Transaction will result in the change of ultimate control of RIMCo. Under the federal securities laws and the terms of each Fund’s existing investment advisory agreement (the “Existing Agreement”), a change of control of RIMCo results in the termination of the Existing Agreement. If RIMCo is to continue to serve as investment adviser to the Funds following the Transaction, it is necessary for shareholders of the Funds to approve the Post-Transaction Agreement for the Funds.

The terms of the Post-Transaction Agreement for each Fund are the same, in all material respects, as the terms of the Fund’s Existing Agreement, with the exception of the date of the agreement. The Post-Transaction Agreement does not change the rate of any Fund’s investment advisory fee, and the Funds will not bear any portion of the costs associated with the Transaction.

~~PROPOSAL 2:~~ To approve a new investment advisory agreement between each Fund and RIMCo that reflects updated terms and, if approved by shareholders, will go into effect in lieu of the Post-Transaction Agreement following the Transaction or, if the Transaction is not consummated, will replace the Fund’s Existing Agreement (the “New Agreement”). Specifically, the New Agreement will provide RIMCo with greater flexibility in managing the Funds and update the Funds’

Existing Agreement to reflect current industry practices. In the event that shareholders of a Fund approve the New Agreement, the New Agreement—rather than the Post-Transaction Agreement—will go into effect for that Fund following the Transaction. If the New Agreement is approved by shareholders of a Fund and the Transaction is not consummated, the New Agreement will take effect for that Fund at such time as it is determined that the Transaction will not be consummated. The New Agreement does not change the rate of any Fund’s investment advisory fee, and the Funds will not bear any portion of the costs associated with the approval of the New Agreement.

The New Agreement is being proposed separately from the Post-Transaction Agreement for a Fund in order to allow shareholders to consider the changes to the Fund’s investment advisory agreement separate and apart from the continued engagement of RIMCo as investment adviser following the Transaction.

It is important that you consider Proposal 2 separate and apart from, and not as an alternative to, Proposal 1. If you would like RIMCo to continue to serve as investment adviser to a Fund following the Transaction, you should vote “FOR” Proposal 1, regardless of whether you vote “FOR” or “AGAINST” Proposal 2. If Proposal 1 is approved by a Fund’s shareholders but Proposal 2 is not, the Post-Transaction Agreement will take effect for that Fund immediately following the Transaction or, if the Transaction is not consummated, the Existing Agreement will remain in effect for that Fund. If both Proposal 1 and Proposal 2 are approved by a Fund’s shareholders, or Proposal 2 is approved by the Fund’s shareholders but Proposal 1 is not, the New Agreement will take effect for that Fund immediately following the Transaction or at such time as it is determined that the Transaction will not be consummated.

FRC was founded in 1936 and has been providing comprehensive asset management consulting services for over 30 years to institutional investors, principally large corporate employee benefit plans. FRC and its subsidiaries comprise Russell Investments, which had $259.7 billion in assets under management as of March 31, 2014.

LSEG is a diversified international market infrastructure and capital markets business. LSEG operates in four main business divisions: Capital Markets, Post Trade Services, Information Services and Technology Services.

LSEG’s Capital Markets division comprises a broad range of international equity, bond and derivatives markets, including: London Stock Exchange; Borsa Italiana; MTS, one of Europe’s leading fixed income markets; and Turquoise, the pan-European multilateral trading facility. Through its various platforms, LSEG offers international businesses and investors unrivalled access to Europe’s capital markets.

Post trade and risk management services are a significant and growing part of LSEG’s business operations. LSEG operates CC&G, the Italian clearing house, and Monte Titoli, the European settlement business. LSEG is also the majority owner of leading multi-asset global clearing service, LCH.Clearnet Group.

LSEG offers its customers an extensive range of real-time and reference data products, including Sedol, UnaVista, Proquote and RNS. FTSE, a world leading index provider, calculates thousands of unique indices that measure and benchmark markets and asset classes in more than 80 countries around the world.

LSEG is also a leading developer of high performance trading platforms and capital markets software for customers around the world. In addition to LSEG’s own markets, over 40 other organizations and exchanges around the world use LSEG’s MillenniumIT trading, surveillance and post trade technology.

~~Neither LSEG nor any LSEG affiliate currently provides investment advisory services to any registered investment companies.~~

Headquartered in London, with significant operations in Italy, France, North America and Sri Lanka, LSEG employs approximately 2,800 people. LSEG’s shares are admitted to the premium segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange. LSEG is a member of the FTSE 100 index and had a market capitalization of approximately £[5,094] million as at the close of business on [June 25, 2014]. As a global group, most of LSEG’s activities are subject to regulation on a domestic and/or supranational basis.

It is not expected that the Transaction will affect the Funds in which you invest. The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach or how RIMCo manages each Fund. Each applicable Fund’s sub-advisers (or “money managers”) will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. In connection with LSEG’s purchase of FRC, LSEG has stated that it will undertake a comprehensive review of FRC’s investment management business to determine its positioning and fit with LSEG. The comprehensive review and its effect on FRC’s investment management business will not be prejudged by LSEG and one part of the review is to determine whether the FRC investment management business would be more valuable as part of the LSEG organization or as part of an organization with existing investment management activities FRC’s investment management business includes RIMCo and its affiliates that provide services to the Funds. The Funds are not able at this time to determine the outcome of this review or its effect, if any, on FRC’s investment management business or the investment advisory and other services that FRC and its affiliates provide to the Funds. LSEG has stated that for so long as it owns FRC’s investment management business it is committed to maintaining the existing clear focus on client service and fund performance and that it will pay particular attention to creating appropriate

~~standalone governance and operations for FRC’s investment management business, while also focusing on maintaining strong management and employee continuity.~~

The proposals do not include any change to any Fund’s investment objective or any change to any Fund’s advisory fee rate or total expense ratio. The Funds will not bear any portion of the costs associated with the Transaction.

~~After careful consideration, the Trustees, including the Independent Trustees of the Board, unanimously recommend that you vote “FOR” each proposal listed on the~~A proxy card or voting instruction ~~card.~~

~~Why do~~card is, in essence, a ballot. When you vote using a proxy card or provide voting instructions, you appoint an individual named on the ~~Trustees recommend~~card to act as your proxy at the actual shareholder meeting and you instruct that Iindividual as to how to vote ~~“FOR” each~~on your behalf at the shareholder meeting. The proxy card(s) or voting instruction card(s) may be completed by checking the appropriate box and voting for or against the proposal. If you simply sign the proxy or voting instruction card without specifying a vote with respect to the proposal, your shares will be voted in accordance with the recommendation of the ~~proposals?~~Board of Trustees.

~~PROPOSAL 1~~: The Transaction involves a change of control that will result in the termination of the Funds’ Existing Agreement. The Trustees believe it is in the best interests of the shareholders of each Fund to provide for continuation of advisory services following the Transaction. Therefore, the Trustees recommend that you vote “FOR” Proposal 1.

~~PROPOSAL 2~~: The New Agreement provides RIMCo with greater flexibility in managing the Funds and updates the Funds’ Existing Agreement to reflect current industry practices, allowing RIMCo to more efficiently and effectively manage Fund assets consistent with a Fund’s investment objective. The New Agreement, unlike the Existing and Post-Transaction Agreements, expressly permits RIMCo to manage a Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment management responsibilities in the event it directly manages a Fund’s assets. The flexibility provided by the New Agreement allows RIMCo to create a more customized investment management program for a Fund, depending on the particular characteristics and objectives of that Fund.

~~Yes. To avoid the added cost of follow-up solicitations and possible adjournments, please~~Please read the Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your proxy card(s) or voting instruction card(s)~~. You may also~~ or cast your vote by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. ~~We encourage~~Voting your proxy or providing your voting instructions, and doing so promptly, ensures that the Trust will not need to conduct additional mailings or contact you directly to obtain your vote.

Russell Investment Funds (the “Trust”) is holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trust listed above (each a “Fund” and collectively the “Funds”) on [ ]. The Special Meeting will be held at [the offices of Russell Investments, 1301 Second Avenue, 18^th Floor, Seattle, WA 98101, at [ ] Pacific Time].

The Trust is a Massachusetts business trust operating as a registered management investment company. The Trust currently offers shares of 9 funds. The proposal relates to ~~participate~~shareholders of all of the Funds listed above.

This Special Meeting is being held for the purpose of considering the approval of a new investment advisory agreement between each Fund and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (or a limited liability company successor to RIMCo), as a result of a transaction involving the sale of Frank Russell Company’s asset management business (including RIMCo) (“Russell Investments”) to a newly-formed acquisition vehicle through which the limited partners of certain private equity funds affiliated with TA Associates Management, L.P. will indirectly acquire a majority ownership interest and the limited partners of certain private equity funds affiliated with Reverence Capital Partners, L.P. will indirectly acquire a significant minority ownership interest in Russell Investments.

This matter is discussed in detail in the ~~governance~~Proxy Statement enclosed with this Notice.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

The Trust has fixed the close of business on January 19, 2016 (the “Record Date”) as the record date for determining shareholders entitled to notice of and to vote at the Special Meeting. Each share of each Fund is entitled to one vote on the proposal and a proportionate fractional vote for each fractional share held. You are cordially invited to attend the Special Meeting.

~~We encourage you~~Separate Accounts, Insurance Companies are the shareholders of the Funds and entitled to vote ~~as soon as possible~~their shares. Pursuant to ~~make sure that~~applicable laws, the Insurance Companies vote outstanding shares of the Funds ~~receive enough votes~~in accordance with instructions received from the Policy Owners. In addition to ~~act on~~ the ~~proposals. Unless you are an insurance company~~shareholders of the Funds, this Notice is being delivered to Policy Owners who do not invest directly in or ~~other direct shareholder~~hold shares of the Funds, but who, by virtue of their ownership of the Policies, have a beneficial interest in the Funds as of the Record Date, so that ~~attends~~they may instruct the ~~meeting~~Insurance Companies how to vote ~~in person, your vote (cast by~~

~~Internet, telephone or paper proxy card) must be received by the Trust prior to the start~~their shares of the ~~meeting (11:00 a.m. Pacific Time on November 3, 2014). If you hold shares indirectly through a variable insurance product, your insurance company may impose an earlier deadline for submission~~Funds that underlie their Policies.

~~Any person who owned shares of a Fund on the “record date,” which was August 25, 2014 (even if that person has since sold those shares).~~

We will be happy to answer your questions about this proxy solicitation. We have engaged Boston Financial Data Services as our proxy solicitation agent. If you have questions, please call 1-888-253-1478.

~~For your convenience, you are encouraged to vote in any of the following three simple ways:~~

~~Internet~~—log on to the website address located on your proxy card(s) or voting instruction card(s). You will need the control number found on the proxy card(s) or voting instruction card(s) at the time you execute your vote.

~~Touchtone Phone~~—dial the toll-free number on the enclosed proxy card(s) or voting instruction card(s) and follow the automated instructions. Please have the proxy card(s) or voting instruction card(s) available at the time of the call.

~~Mail~~~~—sign, date, and complete the reverse side of the proxy card(s) or voting instruction card(s) and return the proxy card(s) or voting instruction card(s) in the postage-paid envelope provided.~~

~~Please respond. Your vote is important~~ whether ~~or not~~ you plan to attend the ~~special meeting. To avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes~~Special Meeting, we urge you to ~~read the proxy statement and cast your~~ vote through the ~~internet~~Internet or by telephone by following the instructions on ~~your~~the proxy card(s) or voting instruction card(s), or by signing, voting and returning the proxy card(s) or voting instruction card(s) in the postage paid envelope ~~provided. Please take advantage~~so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these ~~prompt~~voting options as detailed on your proxy card(s) or voting instruction card(s) and ~~efficient~~in the Proxy Statement. If you are an Insurance Company or other direct shareholder that attends the Special Meeting, you may vote in person even if you have previously returned your proxy card(s) or have voted through the Internet or by telephone. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Trust, or by voting ~~options.~~in person at the Special Meeting. Voting instructions may be revoked before they are exercised by submitting a revised voting instruction card or by giving written notice of revocation to the respective Insurance Company in accordance with any deadline imposed by the Insurance Company. It is very important that you vote your proxy or submit your voting instructions promptly so that a quorum may be ensured and the costs of further solicitations avoided.

I would like to close on a personal note. After much thought and consideration, I have decided to retire from Russell Investments on June 30, 2016. After a more than 30-year career in financial service including six years at Russell Investments, I will leave knowing that the Trust’s business is well positioned to continue to serve you and further enhance our multi-asset proposition to you. Although I will miss the opportunity to serve you, I look forward to having time to pursue a variety of other interests and opportunities. I will remain in my role through this June while playing an integral part in a smooth transition as Russell Investments selects and names my successor. I will also be available as necessary in a consulting capacity for the remainder of 2016 to assist with the leadership transition.

By Order of the Trust,

LOGO

Sandra Cavanaugh

President and Chief Executive Officer

Russell Investment Funds

Although we recommend that you read the complete Proxy Statement, for your convenience we have provided a brief overview of the proposal. The information provided under the “Questions and Answers” section below is qualified in its entirety by reference to the Proxy Statement.

This document contains a Proxy Statement and proxy card(s) or voting instruction card(s) for an upcoming shareholder meeting of Russell Investment Funds (the “Trust”). A proxy card or voting instruction card is, in essence, a ballot. When you vote using a proxy card or provide voting instructions, you appoint an individual named on the card to act as your proxy at the actual shareholder meeting and you instruct that individual as to how to vote on your behalf at the shareholder meeting. The proxy card(s) or voting instruction card(s) may be completed by checking the appropriate box and voting for or against the proposal. If you simply sign the proxy or voting instruction card without specifying a vote with respect to the proposal, your shares will be voted in accordance with the recommendation of the Board of Trustees.

Russell Investment Funds (the “Trust”) is holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trust listed above (each a “Fund” and collectively the “Funds”) on [ ]. The Special Meeting will be held at [the offices of Russell Investments, 1301 Second Avenue, 18^th Floor, Seattle, WA 98101, at [ ] Pacific Time].

The Trust is a Massachusetts business trust operating as a registered management investment company. The Trust currently offers shares of 9 funds. The proposal relates to shareholders of all of the Funds listed above.

This matter is discussed in detail in the Proxy Statement enclosed with this Notice.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.

Regardless of whether you plan to attend the Special Meeting, we urge you to vote through the Internet or by telephone by following the instructions on the proxy card(s) or voting instruction card(s), or by signing, voting and returning the proxy card(s) or voting instruction card(s) in the postage paid envelope so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed on your proxy card(s) or voting instruction card(s) and in the Proxy Statement. If you are an Insurance Company or other direct shareholder that attends the Special Meeting, you may vote in person even if you have previously returned your proxy card(s) or have voted through the Internet or by telephone. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Trust, or by voting in person at the Special Meeting. Voting instructions may be revoked before they are exercised by submitting a revised voting instruction card or by giving written notice of revocation to the respective Insurance Company in accordance with any deadline imposed by the Insurance Company. It is very important that you vote your proxy or submit your voting instructions promptly so that a quorum may be ensured and the costs of further solicitations avoided.

I would like to close on a personal note. After much thought and consideration, I have decided to retire from Russell Investments on June 30, 2016. After a more than 30-year career in financial service including six years at Russell Investments, I will leave knowing that the Trust’s business is well positioned to continue to serve you and further enhance our multi-asset proposition to you. Although I will miss the opportunity to serve you, I look forward to having time to pursue a variety of other interests and opportunities. I will remain in my role through this June while playing an integral part in a smooth transition as Russell Investments selects and names my successor. I will also be available as necessary in a consulting capacity for the remainder of 2016 to assist with the leadership transition.

By Order of the Trust,

LOGO

Sandra Cavanaugh

President and Chief Executive Officer

Russell Investment Funds

The Board of Trustees (the “Board” or the “Trustees”) of Russell Investment Funds (the “Trust”) is asking you to vote on a proposal to approve a new investment advisory agreement (the “Post-Transaction Agreement”) between each series of the Trust listed on the Notice of Special Meeting of Shareholders (each a “Fund” and collectively the “Funds”) and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (or a limited liability company successor to RIMCo), as a result of a transaction involving the sale of Frank Russell Company’s (“FRC”) asset management business (including RIMCo) to a newly-formed acquisition vehicle through which the limited partners of certain private equity funds affiliated with TA Associates Management, L.P. (together with its general partner, TA Associates L.P., “TA Associates”) (the “TA Funds”) will indirectly acquire a majority ownership interest and the limited partners of certain private equity funds affiliated with Reverence Capital Partners, L.P. (“Reverence Capital”) (the “Reverence Capital Funds”) will indirectly acquire a significant minority ownership interest in Russell Investments (defined below).

Specifically, Emerald Acquisition Limited, a company incorporated under the laws of England and Wales (“Emerald Acquisition”), has entered into a stock and asset purchase agreement (the “Purchase Agreement”) with FRC and London Stock Exchange Group plc (“LSEG”) pursuant to which it will acquire, through one or more direct or indirect wholly-owned subsidiaries (the “Owners”), the stock of the subsidiaries (including RIMCo) (the “Transferred Subsidiaries”) and assets that comprise FRC’s asset management business (including the Transferred Subsidiaries, “Russell Investments”) from FRC (the “Transaction”). Each wholly-owned subsidiary of Emerald Acquisition before the closing of the Transaction will be a newly-formed entity with no operations or interests in any entities other than the assets and interests acquired from FRC. The consummation of the Transaction will result in the change of ultimate control of RIMCo. Under the federal securities laws and the terms of each Fund’s existing investment advisory agreement (the “Existing Agreement”), a change of control of RIMCo results in the termination of such agreement. If RIMCo is to continue to serve as investment adviser to the Funds following the Transaction, it is necessary for shareholders of the Funds to approve the Post-Transaction Agreement for the Funds.

As described in the Proxy Statement, the terms of the Post-Transaction Agreement for each Fund are substantially the same as the terms of the Fund’s Existing

Agreement, except with respect to: (i) the amendment of the provision relating to the use of the name Frank Russell; (ii) a revised provision relating to research and other resources previously provided by FRC; (iii) the addition of a provision codifying the intended beneficiaries of RIMCo’s services under the Post-Transaction Agreement; and (iv) the effective and termination dates. The Post-Transaction Agreement does not change the rate of any Fund’s investment advisory fee. The Funds will not bear any portion of the costs associated with the Transaction.

Russell Investments was founded in 1936 and has been providing comprehensive asset management consulting services for over 30 years to institutional investors, principally large corporate employee benefit plans. RIMCo pioneered the “multi-style, multi-manager” investment method in mutual funds and, as of September 30, 2015, managed over $39.1 billion in 50 mutual fund portfolios. RIMCo is currently a wholly-owned subsidiary of FRC and was established in 1982 to serve as the investment management arm of Russell Investments. FRC is an indirect subsidiary of LSEG. LSEG is a diversified international market infrastructure and capital markets business.

As discussed more fully in the Proxy Statement, under the Purchase Agreement, Emerald Acquisition, directly or indirectly through the Owners, will acquire all of the outstanding stock of the Transferred Subsidiaries (“Equity Interests,” and the outstanding stock of RIMCo, the “RIMCo Equity Interest”) and the Transferred Assets from FRC for a purchase price (the “Purchase Price”) of approximately U.S. $1.15 billion. The Purchase Price is subject to adjustment based upon a number of variables. It is expected that approximately U.S. $650 million of the Purchase Price will be financed through one or more term loans (the “Term Loan Facility”) borrowed under a credit agreement (the “Credit Agreement”) entered into by, among others, certain direct or indirect subsidiaries of Emerald Acquisition (the “Borrowers”) and certain third-party financial institutions (the “Lenders”). It is intended that the Term Loan Facility, and a revolving credit facility under the Credit Agreement in an amount of up to U.S. $50 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”), will be guaranteed, jointly and severally, by Emerald Acquisition and certain Transferred Subsidiaries, including RIMCo (collectively, the “Guarantors”). The Facilities are subject to certain terms and conditions discussed in further detail in the Proxy Statement. In addition, a TA Fund and a Reverence Capital Fund (the “Commitment Funds”) have committed to make equity contributions (the “Equity Contributions”) to Emerald Acquisition at closing in the aggregate of U.S. $350 million. The remaining U.S. $150 million of the Purchase Price payable by Emerald Acquisition to FRC (the “Holdback”) will be paid in four annual installments by Emerald Acquisition to FRC commencing on December 31, 2017 with payment guaranteed by the Commitment Funds (the “Guarantees”).

Control of RIMCo could be transferred again by a future transaction such as a management acquisition of the RIMCo Equity Interest, an initial public offering, or a disposition by sale or otherwise of the RIMCo Equity Interest arranged by TA Associates and/or Reverence Capital to another party or parties. In such an event, a “change of control” would occur and the Post-Transaction Agreement would automatically terminate by its terms, as required by the 1940 Act.

Emerald Acquisition is (and it is expected that the terms of the Facilities will require it to remain) a passive holding company with no operations and was created for the sole purpose of entering into the Transaction. At the closing of the Transaction, pursuant to the Equity Contributions, the limited partners of the TA Funds will indirectly acquire approximately a 66.7% outstanding ownership interest and the limited partners of the Reverence Capital Funds will indirectly acquire approximately a 33.3% outstanding ownership interest in Russell Investments through Emerald Acquisition. In addition, approximately 15% of the fully diluted equity of Emerald Acquisition will be reserved for a management equity incentive plan for senior management of Russell Investments.

TA Associates is one of the oldest and most experienced global growth private equity firms. TA Associates leads buyouts and minority recapitalizations of profitable growth companies in the technology, financial services, business services, healthcare and consumer industries, with more than forty (40) investments in financial services and technology companies and seventeen (17) prior investments in asset management businesses. Reverence Capital is a private investment firm, focused on investing in leading financial services companies. To date, it has invested in businesses involving four (4) asset managers through its private equity funds. Reverence Capital’s partners bring over 90 years of experience across a wide range of financial services sectors with significant experience in the asset management industry.

It is not expected that the Transaction will affect the investment strategies, processes or fees and expenses of the Funds in which you invest. The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach or how RIMCo manages each Fund. The current sub-advisers (or “money managers”) for each Fund utilizing money managers will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. While there can be no assurance that any particular RIMCo employee will continue his or her employment with RIMCo or its affiliates, Emerald Acquisition will issue retention awards to certain employees of Russell Investments at the closing of the Transaction. Russell Investments announced on February 9, 2016 that Sandra Cavanaugh, President and CEO of the Trust, has decided to retire at the end of June 2016. She will continue to lead the U.S. retail business and help with a smooth transition as Russell Investments selects and names

a successor. In addition, Ms. Cavanaugh will be available as necessary in a consulting capacity for as long as the rest of 2016 to assist with the leadership transition. Once Ms. Cavanaugh retires or her successor has been appointed and assumed his or her responsibilities, Ms. Cavanaugh may resign as a trustee of the Trust. This leadership change is not expected to have an adverse impact on any of the Funds.The proposal does not include any change to any Fund’s investment objective or any change to any Fund’s advisory fee rate or total expense ratio. The Funds will not bear any portion of the costs associated with the Transaction.

As discussed more fully in the Proxy Statement, RIMCo will continue to be part of Russell Investments, which will operate as an independent entity with its own governance structure following the closing of the Transaction. The resources available to RIMCo to conduct its business activities, including its activities in respect of the Funds and to meet its obligations in respect of the Facilities, will consist of the revenues and capital that it generates internally, to the extent that such resources are not distributed to the Owners by dividend or otherwise. RIMCo will no longer have LSEG or any other operating company as its parent. Under normal circumstances, it is expected that all of RIMCo’s “free” cash flow will be distributed to the Borrowers to pay principal and interest on the Facilities. Emerald Acquisition, which will own RIMCo indirectly through the Owners as a passive holding company with no operations, will have resources comprised solely of (a) the Guarantees of the Holdback and (b) any funds not prohibited by the terms of the Facilities from being distributed to it by the Borrowers and certain other of Emerald Acquisition’s subsidiaries. The Borrowers will have resources including (1) proceeds from the Term Loan Facility, the initial proceeds of which will be used to fund payment of the Purchase Price to FRC at the Transaction closing; (2) any amounts available under the Revolving Credit Facility; and (3) following the closing, the resources generated by Russell Investments’ business and distributed to the Owners. RIMCo and the other Guarantors will be limited by the terms and conditions of the Facilities from incurring indebtedness to support their business activities and will not be borrowers under the Facilities. The Borrowers may be permitted by the terms of the Facilities to incur incremental indebtedness but there is no assurance that credit will be available to the Borrowers, RIMCo, or any other Transferred Subsidiary.

The Transaction will be funded through a combination of the Equity Contributions and the Facilities. Under this structure, certain Transferred Subsidiaries, including RIMCo, will be Guarantors. Certain of the Equity Interests, including the RIMCo Equity Interest, will be pledged by Emerald Acquisition, the Borrowers and certain of the other Guarantors as collateral for the Facilities (“Loan Collateral”). If the Lenders foreclose on the Loan Collateral for any reason under the terms of the Facilities, including a default in payment of interest or principal as and when due in respect of the Facilities, such action would result in an assignment and automatic termination of the Post-Transaction Agreement. The Borrowers will be primarily dependent upon distributions of the operating profits of the Transferred Subsidiaries, including RIMCo, to make principal and interest payments as and when due in

respect of the Facilities. TA Associates and Reverence Capital each believes that the Transferred Subsidiaries’ historical operating profits are sufficient to meet the anticipated obligations of the Borrowers under the Facilities without diminution in the nature, scope, and/or quality of services to be provided to the Funds by RIMCo and its affiliates and that there should not be any pressure to increase fees for such services, increase revenues generated by the Funds for RIMCo and its affiliates, or decrease costs associated with such services in order to satisfy the terms or conditions of the Facilities. However, the operating profits of RIMCo and the other Transferred Subsidiaries after the Transaction may be adversely affected by a variety of factors, including general economic, market and/or business conditions, and by adverse developments specific to the business activities and operations of RIMCo and/or the other Transferred Subsidiaries. Consequently, there is no assurance that their operating profits will be sustained at historical levels. Emerald Acquisition is prepared to support RIMCo’s business through reinvesting cash flow to the extent not needed by the Borrowers to pay principal and interest in respect of the Facilities and additional capital investments, if and as appropriate, but has made no commitment and may be financially constrained in its ability to do so. TA Associates and Reverence Capital have made no commitment to provide any other financial support to Emerald Acquisition or RIMCo following the closing of the Transaction.

Although the Lenders have provided commitment letters for the Facilities, final terms of the Facilities have not been negotiated and finalized by Lenders, TA Associates and Reverence Capital. While not currently determinable, it is expected that the final terms of the Facilities will provide that, among other things, various conditions and events, including any failure in the payment of principal, interest, fees or other amounts as and when due in respect of the Facilities (subject to any applicable exceptions and/or grace periods), will result in events of default. After and during the continuance of such events of default, Lenders may be entitled to exercise various remedies, including foreclosure on the Loan Collateral. Foreclosure on the Loan Collateral would cause a change of control of RIMCo and automatic termination of the Post-Transaction Agreement by its terms, as required by the 1940 Act. For additional information regarding the Transaction, terms of the Facilities and the consequences of a foreclosure on the Loan Collateral, see the “Transaction Not Expected to Adversely Affect RIMCo or the Funds” sub-section in the “APPROVAL OF A POST-TRANSACTION INVESTMENT ADVISORY AGREEMENT FOR THE FUNDS” section of the Proxy Statement.

Upon closing of the Transaction or shortly thereafter, RIMCo will be converted from a corporation to a limited liability company. In addition, RIMCo’s institutional advisory business is expected to be transferred to a different Transferred Subsidiary. Neither change is expected to impact the services provided to the Funds.

After careful consideration, the Trustees, including the Independent Trustees of the Board, unanimously recommend that you vote “FOR” the proposal listed on the proxy card or voting instruction card.

The Transaction involves a change of control that will result in the termination of the Funds’ Existing Agreement. The Trustees believe it is in the best interests of the shareholders of each Fund to provide for continuation of advisory services following the Transaction. Therefore, the Trustees recommend that you vote “FOR” the proposal.

Yes. Your vote is needed to ensure that the proposal can be acted upon. To avoid the added cost of follow-up solicitations and possible adjournments, please read the Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your proxy card(s) or voting instruction card(s). You may also vote by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. We encourage all shareholders to participate in the governance of the Trust.

We encourage you to vote as soon as possible to make sure that the Funds receive enough votes to act on the proposal. Unless you are an insurance company or other direct shareholder that attends the meeting to vote in person, your vote (cast by Internet, telephone or paper proxy card or voting instruction card) must be received by the Trust prior to the start of the meeting ([ ] Pacific Time on [ ]). If you hold shares indirectly through a variable insurance product, your insurance company may impose an earlier deadline for submission of your voting instruction card(s).

Any person who owned shares of a Fund on the “record date,” which was January 19, 2016 (even if that person has since sold those shares).

For your convenience, you are encouraged to vote in any of the following three simple ways:

Internet – log on to the website address located on your proxy card(s) or voting instruction card(s). You will need the control number found on the proxy card(s) or voting instruction card(s) at the time you execute your vote.

Touchtone Phone – dial the toll-free number on the enclosed proxy card(s) or voting instruction card(s) and follow the automated instructions. Please have the proxy card(s) or voting instruction card(s) available at the time of the call.

Mail – sign, date, and complete the reverse side of the proxy card(s) or voting instruction card(s) and return the proxy card(s) or voting instruction card(s) in the postage-paid envelope provided.

Please respond. Your vote is important whether or not you plan to attend the special meeting. To assure the presence of a quorum at the special meeting, and to avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the proxy statement and cast your vote through the internet or by telephone by following the instructions on your proxy card(s) or voting instruction card(s), or by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. Please take advantage of these prompt and efficient voting options.

Russell Investment Funds (the “Trust” or “RIF”) has called a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trust listed above (each a “Fund” and collectively the “Funds”) in order to seek shareholder approval of ~~proposals~~a proposal relating to the approval of a new investment advisory ~~agreements~~agreement for each Fund. The Special Meeting will be held at ~~the~~[the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, on ~~November 3, 2014~~[ ] at ~~11:00 a.m.~~[ ] Pacific ~~Time.~~Time]. If you expect to attend the Special Meeting in person, please call the Trust at 1-800-787-7354 to inform the Trust of your intentions and obtain directions on how to attend the Special Meeting.

The Trust’s Board of Trustees (the “Board” or the “Trustees”) requests shareholder approval of ~~two proposals at~~a new investment advisory agreement (the “Post-Transaction Agreement”) between each Fund and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (or a limited liability company successor to RIMCo), as a result of a transaction involving the ~~Special Meeting. The following table identifies~~sale of Frank Russell Company’s (“FRC”) asset management business (including RIMCo) (“Russell Investments”) to a newly-formed acquisition vehicle through which the ~~proposals set forth~~limited partners of certain private equity funds affiliated with TA Associates Management, L.P. (“TA Associates”) (the “TA Funds”) will indirectly acquire a majority ownership interest and the limited partners of certain private equity funds affiliated with Reverence Capital Partners, L.P. (“Reverence Capital”) (the “Reverence Capital Funds”) will indirectly acquire a significant minority ownership interest in ~~this Proxy Statement and indicates which~~Russell Investments (the “Transaction”). This proposal applies to all Funds, ~~are affected by~~with each Fund voting separately on the ~~proposal and whether such Funds vote separately or together on such~~ proposal.

The proxy materials are being mailed to shareholders on or about ~~September 8, 2014.~~[ ].

For each Fund, the Board is asking for approval of the Post-Transaction Agreement ~~and the New Agreement, in each case~~ with RIMCo. As discussed in greater detail below, if approved by shareholders of a Fund, the Post-Transaction Agreement will go into effect for that Fund ~~immediately following~~concurrently with the ~~Transaction. If, however, shareholders~~closing of ~~a Fund also approve the New Agreement, the New Agreement—rather than the Post-Transaction Agreement—will go into effect for that Fund immediately following~~ the Transaction. If the Transaction is not consummated, RIMCo will continue to serve as investment adviser to the Funds in accordance with the Funds’ existing investment advisory agreement (the “Existing Agreement”), unless shareholders of a Fund have approved the New Agreement, in which case RIMCo will provide services to the Fund under the New Agreement. In that case, the New Agreement will take effect for the Fund at such time as it is determined that the Transaction will not be consummated.. Implementation of the Post-Transaction Agreement is dependent on consummation of the ~~Transaction, while the New Agreement, if approved by shareholders, will take effect whether or not the Transaction is consummated.~~Transaction.

All shareholders of the Funds who own shares as of the close of business on ~~August 25, 2014~~January 19, 2016 (the “Record Date”) are entitled to vote on ~~each~~the proposal. Each share of each Fund will be entitled to one vote on ~~each~~the proposal at the Special Meeting and each fraction of a share will be entitled to the fraction of a vote equal to the proportion of a full share represented by the fractional share.Appendix A sets forth the number of shares of beneficial interest outstanding and entitled to be voted of each Fund as of the close of business on ~~August 1, 2014.~~[ ].

~~(each~~ (each a “Policy Owner”) in a separate account (each a “Separate Account”). As the owners of the assets held in the Separate Accounts, the Insurance Companies are the shareholders of the Funds and are entitled to vote their shares. Although the Insurance Companies are the owners of the assets held in the Separate Accounts, the Policy Owners may be indirect participants in the Funds. Under applicable law, the participating Insurance Companies provide pass-through voting privileges to the Policy Owners. Policy Owners are asked to complete a voting instruction card, instructing their respective Insurance Company on how to vote the shares in which they are the indirect participants. Votes of Policy Owners for which no voting instructions are received will, depending on the Policy, be voted by an Insurance Company in the same proportion as the votes of Policy Owners for which voting instructions are received by such Insurance Company.

You may submit a vote by proxy or voting instructions by voting instruction card in any of the following three simple ways:

Internet— – log on to the website address located on your proxy card(s) or voting instruction card(s). You will need the control number found on the proxy card(s) or voting instruction card(s) at the time you execute your vote or provide your voting instructions.

Touchtone Phone— – dial the toll-free number on the enclosed proxy card(s) or voting instruction card(s) and follow the automated instructions. Please have the proxy card(s) or voting instruction card(s) available at the time of the call.

Mail— – sign, date, and complete the reverse side of the proxy card(s) or voting instruction card(s) and return the proxy card(s) or voting instruction card(s) in the postage-paid envelope provided.

For information about attending the Special Meeting and voting in person (Insurance Companies and other direct shareholders only), please see below.

If you need more information on how to vote, or if you have any questions, please call the Funds’ agent at ~~1-888-253-1478.~~1-844-700-1478. The Trust urges you to fill out and return your proxy card(s) or voting instruction card(s) or vote by telephone or the Internet, even if you are a shareholder ~~that~~who plans to attend the Special Meeting. Doing so will not affect your right to attend the Special Meeting and vote.

The Trust has named Rick Chase, Jessica Gates, ~~Sareena Khwaja-Dixon, Mary Killgrove,~~ Cheryl Wichers, Mark Swanson and Kari Seabrands as proxies, and their names appear on your proxy card(s) or voting instruction card(s). By signing your proxy card(s) or voting instruction card(s) and returning it or, alternatively, by voting through the Internet or by telephone by following the instructions on the proxy

card(s) or voting instruction card(s), you are appointing or providing instructions for those persons to vote for you at the Special Meeting. If you properly fill in your proxy card(s) or voting instruction card(s) and return it to the Trust in time to vote, one of the appointed proxies will vote your shares as you have directed. If you sign and return your proxy card(s) or voting instruction card(s), but do not make a specific choice with respect to ~~one or more proposals,~~the proposal, one of the appointed proxies will vote your shares on the ~~proposal(s)~~proposal as recommended by the Board.

If an additional matter is presented for vote at the Special Meeting, one of the appointed proxies will vote in accordance with his/her best judgment. At the time this Proxy Statement was printed, the Trust was not aware of any other matter that needed to be acted upon at the Special Meeting other than the ~~proposals~~proposal discussed in this Proxy Statement.

If you appoint a proxy or provide instructions by signing and returning your proxy card(s) or voting instruction card(s), you can revoke that appointment or those instructions before they are exercised. If you are a shareholder, you can revoke your proxy by sending in another proxy with a later date, by notifying the Trust in writing that you have revoked your proxy prior to the Special Meeting by writing to the Secretary of the Funds at the following address: 1301 Second Avenue, 18th Floor, Seattle, WA 98101, or by attending the Special Meeting and voting in person. If you are a Policy Owner, you may revoke your voting instructions by sending in revised instructions with a later date or by giving written notice of revocation to the respective

Insurance Company. Proxies voted or instructions provided by telephone or through the Internet may be revoked before they are voted in the same manner that proxies voted or instructions provided by mail may be revoked. If you are a Policy Owner, your Insurance Company may impose additional restrictions regarding the time by which your voting instructions must be revoked.

If you are an Insurance Company or other direct shareholder attending the Special Meeting and wish to vote in person, you will be given a ballot when you arrive. If you have already voted by proxy and wish to vote in person instead, you will be given an opportunity to do so during the Special Meeting. If you attend the Special Meeting, but your shares are held in the name of your broker, bank or other nominee, you must bring with you a letter from that nominee stating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote. If you do not bring with you such a letter, the Trust may at its discretion accept a provisional ballot from you pending validation that you are the actual beneficial owner of shares of the Fund(s).

The proxy is solicited by the Board on behalf of the Trust, which recommends a vote “FOR” ~~each~~the proposal.

A quorum is the number of outstanding shares, as of the Record Date, that must be present, in person or by proxy, in order for a Fund to hold a valid shareholder meeting. A Fund cannot hold a valid shareholder meeting unless there is a quorum of shareholders present in person or by proxy. The Trust’s Amended and Restated Master Trust Agreement, as amended, provides that the presence, in person or by proxy, of a majority of the shares entitled to vote shall constitute a quorum. For each Fund, a majority of the shares entitled to vote on the ~~proposals~~proposal as of the Record Date is required for a quorum for this Special Meeting.

Because The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) and its affiliates are the majority shareholders of the Funds, their presence at the Special Meeting in person or by proxy will meet the quorum requirement. Because Northwestern Mutual and its affiliates will vote their shares of each Fund held in Separate Accounts in the same proportion as votes submitted by Policy Owners, it is possible that a small number of Policy Owners can determine the outcome of a matter submitted to shareholders.

~~With respect to Proposal 1, all~~All shareholders of each Fund as of the Record Date will be entitled to ~~vote.~~vote on the proposal. Voting with respect to ~~Proposal 1~~the proposal will take place on a Fund-by-Fund basis, meaning that your vote with respect to one Fund in which you hold shares will

be counted together with the votes of other shareholders of such Fund, but will not be counted together with votes of shareholders of other Funds. Therefore, a vote for the Post-Transaction Agreement with respect to one Fund will not affect the approval of the Post-Transaction Agreement with respect to any other Fund.

With respect to Proposal 2, all shareholders of each Fund as of the Record Date will be entitled to vote. Voting for Proposal 2 will also take place on a Fund-by-Fund basis, meaning that your vote with respect to one Fund in which you hold shares will be counted together with the votes of other shareholders of such Fund, but will not be counted together with votes of shareholders of other Funds. Therefore, a vote for the New Agreement with respect to one Fund will not affect theThe approval of the ~~New~~Post-Transaction Agreement ~~with respect to any other Fund.~~

~~With respect to each proposal, the approval of the applicable new investment advisory agreement~~ with respect to a Fund requires the approval of a “majority of the outstanding voting securities” of the Fund. The vote of a “majority of the outstanding voting securities” of a Fund means the vote of the lesser of (a) 67% or more of the voting securities of the Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund. The approval of ~~a new investment advisory agreement~~the Post-Transaction Agreement with respect to any one Fund is not contingent upon the approval by any other Fund. ~~In addition, the approval of one proposal with respect to a Fund is not contingent upon the approval of the other proposal with respect to that Fund.~~

Proposal 1 and Proposal 2 are two separate proposals, and a vote for Proposal 2 with respect to a Fund will not affect the approval of Proposal 1 for that Fund. It is therefore important that you consider Proposal 2 separate and apart from, and not as an alternative to, Proposal 1. If you would like RIMCo to continue to serve as investment adviser to a Fund following the Transaction, you should vote “FOR” Proposal 1, regardless of whether you vote “FOR” or “AGAINST” Proposal 2. If Proposal 1 is approved by a Fund’s shareholders but Proposal 2 is not, the Post-Transaction Agreement will take effect for that Fund immediately following the Transaction or, if the Transaction is not consummated, the Existing Agreement will remain in effect for that Fund. If both Proposal 1 and Proposal 2 are approved by a Fund’s shareholders, or Proposal 2 is approved by the Fund’s shareholders but Proposal 1 is not, the New Agreement will take effect for that Fund immediately following the Transaction or at such time as it is determined that the Transaction will not be consummated.

Shares represented in person or by proxy, including shares that abstain or do not vote with respect to athe proposal, will be counted for purposes of determining whether there is a quorum at the Special Meeting. Abstentions with respect to athe proposal will have the effect of a vote against the proposal.

Where shares of a Fund are held by another fund for which RIMCo serves as the investment adviser, those shares will be voted for and against athe proposal in the same proportion as the votes of the Fund’s other shareholders on ~~that~~the proposal.

In the event that a quorum is not present at the Special Meeting, ~~but sufficient votes in favor of a proposal have not been received,~~ the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. In addition, an adjournment is permitted if a quorum is present, but sufficient votes in favor of the proposal have not been received. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxy and entitled to vote at the Special Meeting. The persons named as proxies will vote in favor of any proposal to adjourn the Special ~~Meeting.~~Meeting under the foregoing circumstances.

Proxies will be solicited primarily by mailing of the proxy materials, but proxies also may be solicited through further mailings, telephone calls, personal interviews ore-mail by officers of the Funds, employees or agents of RIMCo, and one or more third-party agents, including other financial intermediaries, particularly as the date of the Special Meeting approaches. The Funds have retained a proxy solicitor, Boston Financial Data Services, to assist in forwarding and soliciting proxies. Pursuant to this arrangement, the proxy solicitor has agreed to contact shareholders, banks, brokers, and proxy intermediaries to secure votes on the ~~proposals~~proposal described in the Proxy Statement. Should shareholders require additional information regarding the proxy, they may call the proxy solicitor toll-free at ~~1-888-253-1478.~~1-844-700-1478.

~~Frank Russell Company (“FRC”) and/or its affiliates and London Stock Exchange Group plc (“LSEG”)~~FRC will bear all expenses incurred in connection with the Special Meeting, including the cost of soliciting proxies and the cost associated with any adjournments, whether or not the ~~proposals are~~proposal is approved by shareholders. The Funds will not bear any portion of such expenses. The cost of retaining the proxy solicitor as described above with respect to all funds for which RIMCo serves as investment adviser, including those not included in this Proxy Statement, is estimated to be approximately ~~$635,000.~~$750,000. This does not reflect the costs associated with printing and mailing of the proxy materials and the costs associated with reimbursing brokerage firms and other financial intermediaries for their expenses in forwarding proxy materials to the beneficial ~~owners or~~owners. It also does not include certain solicitation efforts with respect to, or tabulation of votes from, such beneficial owners, although it does include costs associated with submission of proxy materials to Policy Owners and tabulating their votes.

Additional information about the Funds is available in their respective prospectuses, statements of additional information and annual and semi-annual reports to shareholders. ~~The Funds’~~Each Fund’s most recent annual and semi-annual reports have previously been mailed to shareholders. Additional copies of any of these documents are available without charge by calling 1-800-787-7354 or by writing to P.O. Box 8420, Boston, MA 02266-8420. All of these documents also are on file with the Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov.

PLEASE VOTE THROUGH THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD(S) OR VOTING INSTRUCTION CARD(S) OR BY COMPLETING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD(S) OR VOTING INSTRUCTION CARD(S) PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~NOVEMBER 3, 2014~~[ ]

The Funds’ Notice of Special Meeting of Shareholders and Proxy Statement are available on the Internet at www.2voteproxy.com/russell.

The Special Meeting is being called to consider a proposal necessitated by the Transaction, which will involve the acquisition by Emerald Acquisition Limited (“Emerald Acquisition”), a newly-formed acquisition vehicle, through one or more direct or indirect wholly-owned subsidiaries (the “Owners”), of ~~FRC, a majority owned subsidiary~~the stock of ~~Northwestern Mutual, by LSEG.~~the subsidiaries (including RIMCo) (the “Transferred Subsidiaries”) and assets (the “Transferred Assets”) that comprise Russell Investments from FRC. FRC is the current parent company of RIMCo, which serves as the investment adviser to each Fund. Because the consummation of the Transaction will result in ~~FRC~~RIMCo having a new controlling shareholder, under the Investment Company Act of 1940, as amended (the “1940 Act”), it will result in a change of control of RIMCo and the assignment and automatic termination of the Existing Agreement for each Fund. If ~~Proposal 1~~the proposal is adopted by a Fund and the Transaction is consummated, RIMCo will continue to serve as the investment adviser to that ~~Fund. In addition, each~~Fund in accordance with the Post-Transaction Agreement and 1940 Act. Each Fund currently employs discretionary and/or non-discretionary sub-advisers (each a “Money Manager” and collectively the “Money Managers”) with the exception of the Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund, and Equity Growth Strategy ~~Fund (each a “Fund of Funds” and collectively the “Funds of Funds”).~~Fund. The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach, or on how RIMCo manages each Fund. ~~Each applicable Fund’s~~The current Money Managers for each Fund utilizing Money Managers (the “Manager-of-Managers Funds”) will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business.

The terms of the Post-Transaction Agreement for each Fund are substantially the same ~~in all material respects,~~ as the terms of the ~~Fund’s~~ Existing Agreement, except with respect to: (i) the ~~exception~~amendment of the ~~date~~provision relating to the use of the ~~agreement.~~ name Frank Russell; (ii) a revised provision relating to research and other resources previously provided by FRC; (iii) the addition of a provision codifying the intended beneficiaries of RIMCo’s services under the Post-Transaction Agreement; and (iv) the effective and termination dates.The Post-Transaction Agreement does not change any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio. In addition, LSEG, like FRC, places significant importance on the retention of key talent in the organization, and the FRC and LSEG management teams are working together to ensure a seamless transition. It is ~~therefore~~ not expected that there will be any change in the personnel currently responsible for managing the Funds as a result of the Transaction or approval of the Post-Transaction Agreement (although such changes may occur in the normal course of business).

In the event the Transaction is not consummated, RIMCo will continue to serve as investment adviser of the Funds pursuant to the terms of the Existing ~~Agreement, unless the New Agreement is approved for a Fund in accordance with Proposal 2, in which case the New Agreement will go into effect for that Fund.~~Agreement.

The Trust is currently comprised of 9 separate funds, each with its own investment objective and policies. The Funds’ investment adviser is RIMCo, 1301 Second

Avenue, 18th Floor, Seattle, Washington 98101. RIMCo, an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, pioneered the “multi-style, multi-manager” investment method in mutual funds. As of ~~March 31, 2014,~~September 30, 2015, RIMCo managed over ~~$53~~$39.1 billion in 4650 mutual fund portfolios. Russell Investments was founded in 1936 and has been providing comprehensive asset management consulting services for over 30 years to institutional investors, principally large corporate employee benefit plans. RIMCo is currently a wholly-owned subsidiary of FRC and was established in 1982 to serve as the investment management arm of ~~FRC.~~

~~RIMCo~~Russell Investments. FRC is ~~registered as a “commodity pool operator” under the Commodity Exchange Act and the rules of the Commodity Futures Trading Commission.~~

LSEG has agreed to acquire the entire issued share capital of FRC, RIMCo’s parent company, from Northwestern Mutual and other minority shareholders of FRC for total cash consideration of US$2.7 billion. The final purchase price is contingent on a number of variables and will not be determined until closing. Approximately US$1.6 billion of the consideration will be financed from the net proceeds of a rights issue by LSEG, with the remaining approximately US$1.1 billion financed from existing LSEG bank debt facilities.

~~The acquisition will be structured as a merger between LSEG US Sub, Inc.,~~ an indirect ~~wholly-owned~~ subsidiary of LSEG, and FRC in which FRC will be the surviving corporation. Following the Transaction, LSEG will become the indirect controlling shareholder of FRC and RIMCo. The Transaction is expected to close in late 2014 or early 2015, subject to LSEG shareholder and regulatory approvals and other conditions being satisfied. One of these conditions is receipt of consents from certain FRC investment management clients (including the Funds) representing at least 70 percent of FRC’s investment management fee revenues as of an agreed upon base date. The registered investment companies advised by RIMCo generate approximately 35 percent of FRC’s investment management fee revenues for purposes of this requirement.

The merger agreement relating to the Transaction will terminate if the Transaction is not consummated by March 31, 2015 (or April 30, 2015, under certain circumstances) and is terminable by FRC or LSEG prior to that date under certain other circumstances. During the period prior to the consummation of the Transaction or earlier termination of the merger agreement, Northwestern Mutual and FRC have agreed not to solicit competing proposals (i.e. alternative transactions to the Transaction) or provide information or engage in discussions with third parties.

London Stock Exchange Group plc (“LSEG”). LSEG is a diversified international market infrastructure and capital markets business. ~~LSEG operates in four main business divisions: Capital Markets, Post Trade Services, Information Services and Technology Services.~~

~~Neither LSEG nor any LSEG affiliate currently provides investment advisory services to any registered investment companies.~~

LSEG acquired FRC in a transaction (the “LSEG Transaction”) with Northwestern Mutual Life Insurance Company, completion of which was announced on the nature, extent, or quality of services provided by RIMCo to the Funds. In particular, the Transaction is not expected to result in any changes in the manner in which RIMCo renders advisory services to the Funds or the personnel providing services to the Funds (although the Transaction is not conditioned upon the continued employment of any RIMCo personnel). While there can be no assurance that any particular RIMCo employee will continue his or her employment with RIMCo or its affiliates, LSEG intends to put in place clear retention plans for key roles at FRC, including certain roles within entities that provide services to the Funds. There will be no change in the Funds’ Money Managers as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. Further, the members of the

~~Board will not change as a result of the Transaction. RIMCo and the Trust will remain headquartered in Seattle, Washington following the consummation of the Transaction.~~

December 3, 2014. In connection with ~~LSEG’s purchase of FRC,~~the LSEG ~~has~~Transaction, LSEG stated that it ~~will~~would undertake a comprehensive review (the “Review”) of FRC’s investment management business to determine its positioning and fit with LSEG. ~~The comprehensive review and its effect on FRC’s investment management business will not be prejudged by LSEG and one~~One part of the ~~review is~~Review was to determine whether the FRC investment management business would be more valuable as part of the LSEG organization or as part of an organization with existing investment ~~management~~ activities. On February 5, 2015, LSEG publicly announced that it had completed the Review, that the conclusion of the Review was to explore a sale of FRC’s investment management business ~~includes~~in its entirety, and that a sale process would commence. Following this date, LSEG solicited expressions of interest in acquiring FRC’s investment management business from potential bidders in an auction process. LSEG will retain FRC and FRC’s index business. FRC’s index business has historically provided various services and support to RIMCo in respect of RIMCo’s Fund-related activities. In connection with the Transaction, FRC and Russell Investments will enter into index and intellectual property license agreements which will provide Russell Investments, including RIMCo, with access to the LSEG retained intellectual property and index data used in the conduct of its asset management business, including RIMCo’s Fund-related services.

On October 8, 2015, LSEG announced that it had entered into a stock and asset purchase agreement (the “Purchase Agreement”) with Emerald Acquisition and FRC providing for the sale of FRC’s investment management business to Emerald Acquisition. Under the Purchase Agreement, Emerald Acquisition, directly or indirectly through the Owners, will acquire all of the outstanding stock of each of the Transferred Subsidiaries (“Equity Interests,” and the outstanding stock of RIMCo, the “RIMCo Equity Interest”) and the Transferred Assets from FRC for a purchase

price (the “Purchase Price”) of approximately U.S. $1.15 billion. The Purchase Price is subject to adjustment based upon a number of variables. It is expected that approximately U.S. $650 million of the Purchase Price will be financed through one or more term loans (the “Term Loan Facility”) borrowed under a credit agreement (the “Credit Agreement”) entered into by, among others, certain direct or indirect subsidiaries of Emerald Acquisition (the “Borrowers”) and certain third-party financial institutions (the “Lenders”). It is intended that the Term Loan Facility, and a revolving credit facility under the Credit Agreement in an amount of up to U.S. $50 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”), will be guaranteed, jointly and severally, by Emerald Acquisition and certain Transferred Subsidiaries, including RIMCo (collectively, the “Guarantors”). In addition, a TA Fund and a Reverence Capital Fund (the “Commitment Funds”) have committed to make equity contributions (the “Equity Contributions”) to Emerald Acquisition at closing in the aggregate of U.S. $350 million. The remaining U.S. $150 million of the Purchase Price payable by Emerald Acquisition to FRC (the “Holdback”) will be paid in four annual installments by Emerald Acquisition to FRC commencing on December 31, 2017 with payment guaranteed by the Commitment Funds (the “Guarantees”).

Following the closing of the Transaction, RIMCo will be an indirect wholly owned subsidiary of Emerald Acquisition, through which the limited partners of the TA Funds will have a majority ownership interest in RIMCo indirectly through alternative investment vehicles created by or from the TA Funds (the “TA Alternative Investment Vehicles”) and the limited partners of the Reverence Capital Funds will have a significant minority ownership interest in RIMCo indirectly through certain Reverence Capital Funds and through alternative investment vehicles (the “Reverence Capital Entities”). RIMCo will continue to be part of Russell Investments, which will operate as a separate entity with its own governance structure. TA Associates and Reverence Capital will have representation on the boards of directors of certain direct or indirect corporate parent companies of RIMCo.

Additional information regarding the ownership structure of RIMCo following the Transaction is included inExhibit C. The Transaction is expected to close in the first half of 2016, subject to regulatory and other approvals and other conditions being satisfied. One of these conditions is receipt of consents from certain FRC investment management clients (including the Funds) representing at least eighty percent (80%) of FRC’s investment management fee revenues as of an agreed upon base date. The registered investment companies advised by RIMCo generate approximately thirty-two percent (32%) of FRC’s investment management fee revenues for purposes of this requirement.

Control of RIMCo will be transferred again by a future transaction such as a management acquisition of the RIMCo Equity Interest, an initial public offering, or a disposition by sale or otherwise of the RIMCo Equity Interest arranged by TA

Associates and/or Reverence Capital to another party or parties. In such an event, a “change of control” would occur and the Post-Transaction Agreement would automatically terminate by its terms, as required by the 1940 Act.

It is not expected that the Transaction will affect the investment strategies, processes or fees and expenses of the Funds in which you invest. The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach or how RIMCo manages each Fund. The current Money Managers for each Manager-of-Managers Fund will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. While there can be no assurance that any particular RIMCo employee will continue his or her employment with RIMCo or its affiliates, Emerald Acquisition will issue retention awards to certain employees of Russell Investments at the closing of the Transaction. Russell Investments announced on February 9, 2016 that Sandra Cavanaugh, President and CEO of the Trust, has decided to retire at the end of June 2016. She will continue to lead the U.S. retail business and help with a smooth transition as Russell Investments selects and names a successor. In addition, Ms. Cavanaugh will be available as necessary in a consulting capacity for as long as

the rest of 2016 to assist with the leadership transition. Once Ms. Cavanaugh retires or her successor has been appointed and assumed his or her responsibilities, Ms. Cavanaugh may resign as a trustee of the Trust. This leadership change is not expected to have an adverse impact on any of the Funds.The proposal does not include any change to any Fund’s investment objective or any change to any Fund’s advisory fee rate or total expense ratio. The Funds will not bear any portion of the costs associated with the Transaction.

As noted above, RIMCo will continue to be part of Russell Investments, which will operate as an independent entity with its own governance structure following the closing of the Transaction. The resources available to RIMCo to conduct its business activities, including its activities in respect of the Funds and to meet its obligations in respect of the Facilities, will consist of the revenues and capital that it generates internally, to the extent that such resources are not distributed to the Owners by dividend or otherwise. RIMCo will no longer have LSEG or any other operating company as its parent. Under normal circumstances, it is expected that all of RIMCo’s “free” cash flow will be distributed to the Borrowers to pay principal and interest on the Facilities. Emerald Acquisition, which will own RIMCo indirectly through the Owners as a passive holding company with no operations, will have resources comprised solely of (a) the Guarantees of the Holdback and (b) any funds not prohibited by the terms of the Facilities from being distributed to it by the Borrowers and certain other of Emerald Acquisition’s subsidiaries. The Borrowers will have resources including (1) proceeds from the Term Loan Facility, the initial proceeds of which will be used to fund payment of the Purchase Price to FRC at the Transaction closing; (2) any amounts available under the Revolving Credit Facility; and (3) following the closing, the resources generated by Russell Investments’ business and distributed to the Owners. RIMCo and the other Guarantors will be limited by the terms and conditions of the Facilities from incurring indebtedness to support their business activities and will not be borrowers under the Facilities. The Borrowers may be permitted by the terms of the Facilities to incur incremental indebtedness but there is no assurance that credit will be available to the Borrowers, RIMCo, or any other Transferred Subsidiary.

As further noted above, the Transaction will be funded through a combination of the Equity Contributions and the Facilities. Under this structure, certain Transferred Subsidiaries, including RIMCo, will be Guarantors. Certain of the Equity Interests, including the RIMCo Equity Interest, will be pledged by Emerald Acquisition, the Borrowers and certain of the other Guarantors as collateral for the Facilities (“Loan Collateral”). If the Lenders foreclose on the Loan Collateral for any reason under the terms of the Facilities, including a default in payment of interest or principal as and when due in respect of the Facilities, such action would result in an assignment and automatic termination of the Post-Transaction Agreement. The Borrowers will be primarily dependent upon distributions of the operating profits of the Transferred Subsidiaries, including RIMCo, to make principal and interest payments as and when due in respect of the Facilities. TA Associates and Reverence Capital each believes

that the Transferred Subsidiaries’ historical operating profits are sufficient to meet the anticipated obligations of the Borrowers under the Facilities without diminution in the nature, scope, and/or quality of services to be provided to the Funds by RIMCo and its affiliates and that ~~provide~~there should not be any pressure to increase fees for such services, toincrease revenues generated by the ~~Funds. The~~ Funds ~~are not able at this time to determine the outcome of this review or its effect, if any, on FRC’s investment management business or the investment advisory and other services that FRC~~for RIMCo and its affiliates, ~~provide~~or decrease costs associated with such services in order to satisfy the terms or conditions of the Facilities. However, the operating profits of RIMCo and the other Transferred Subsidiaries after the Transaction may be adversely affected by a variety of factors, including general economic, market and/or business conditions, and by adverse developments specific to the ~~Funds. LSEG~~business activities and operations of RIMCo and/or the other Transferred Subsidiaries. Consequently, there is no assurance that their operating profits will be sustained at historical levels. Emerald Acquisition is prepared to support RIMCo’s business through reinvesting cash flow to the extent not needed by the Borrowers to pay principal and interest in respect of the Facilities and additional capital investments, if and as appropriate, but has ~~stated that~~made no commitment and may be financially constrained in its ability to do so. TA Associates and Reverence Capital have made no commitment to provide any other financial support to Emerald Acquisition or RIMCo following the closing of the Transaction.

Although the Lenders have provided commitment letters for ~~so long as it owns FRC’s investment management business~~the Facilities, final terms of the Facilities have not been negotiated and finalized by Lenders, TA Associates and Reverence Capital. While not currently determinable, it is ~~committed~~expected that the final terms of the Facilities will provide that, among other things, various conditions and events, including any failure in the payment of principal, interest, fees or other amounts as and when due in respect of the Facilities (subject to ~~maintaining~~any applicable exceptions and/or grace periods), will result in events of default. After and during the ~~existing clear focus~~continuance of such events of default, Lenders may be entitled to exercise various remedies, including foreclosure on ~~client service~~the Loan Collateral. Foreclosure on the Loan Collateral would cause a change of control of RIMCo and ~~fund performance~~automatic termination of the Post-Transaction Agreement by its terms, as required by the 1940 Act. The terms and conditions of the Facilities are expected to include restrictions on the ability of the Borrowers, Emerald Acquisition and the other Guarantors (including RIMCo) to make payments of dividends, incur indebtedness, incur liens, enter burdensome agreements, consummate certain asset dispositions, and make material changes in the nature of the business and are expected to include a requirement for continuation of Emerald Acquisition’s status as a passive holding company with no operations. These restrictions are not expected by RIMCo, TA Associates, or Reverence Capital to materially impact the businesses of RIMCo or other Guarantors or the Funds following the Transaction. A violation of any of these restrictions, however, if not cured within any applicable grace period, could result in an exercise of the Lenders’ remedies in respective of the Loan Collateral, a change of control of RIMCo, and automatic termination of the Post-Transaction Agreement. The final terms of the Facilities also are expected to include a financial maintenance covenant (the “Financial Covenant”) that would, subject to certain terms and conditions, prohibit Emerald Acquisition and certain of its subsidiaries from

exceeding certain levels of indebtedness in its capital structure. If permissible debt levels are exceeded under the Facilities, it ~~will pay particular attention~~is expected that Emerald Acquisition would be permitted to ~~creating appropriate standalone governance~~contribute additional capital to the Borrowers and/or the Borrowers would be permitted to raise additional equity in order to restore Emerald Acquisition’s compliance with the Financial Covenant. However, there is no assurance that any such additional capital contributions would be made by Emerald Acquisition or that the Borrowers would be able to raise or, if raised, apply any such additional equity proceeds in order to restore compliance with the Financial Covenant. The final terms of the Facilities may provide for additional events of default, which could result in foreclosure on the Loan Collateral and other rights to the Lenders, and additional limitations on the business activities and operations ~~while also focusing on maintaining strong management~~of RIMCo and ~~employee continuity.~~the other Transferred Subsidiaries during the term of the Facilities, the effects of which cannot now be determined.

The consequences of a Loan Collateral foreclosure and ensuing automatic termination of the Post-Transaction Agreement by virtue of a change of control of RIMCo are not determinable at this time. In the event of a change of control, the Board would consider what actions, if any, are available, necessary, appropriate, and in the best interests of the Funds and their shareholders under the circumstances, which may include approving a temporary interim advisory agreement with RIMCo in accordance with Rule 15a-4 under the 1940 Act that would allow RIMCo to continue to serve as investment manager for a maximum period of 150 days.

Impact of the Transaction on the Funds’ ~~Investment Advisory~~Existing Agreement and Summary of the Proposal

Shareholders of each Fund are being asked to approve the Post-Transaction Agreement between the Fund and ~~RIMCo.~~RIMCo (or a limited liability company successor to RIMCo). The consummation of the Transaction will constitute an “assignment” (as defined in the 1940 Act) of the Existing Agreement. As required by the 1940 Act, the Existing Agreement provides for its automatic termination in the event of an assignment. Accordingly, the Existing Agreement for each Fund will terminate upon the consummation of the Transaction, and approval of the Post-Transaction Agreement for the Fund is necessary if RIMCo is going to continue to manage the Funds.

The 1940 Act requires that the Board, including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent

Trustees”) voting separately, approve initially for a term not to exceed two years the Existing Agreement and, with respect to the Funds that employ a manager-of-managers method of investment, the portfolio management and non-discretionary investment advisory contract, as applicable, with each Money Manager of the Funds (collectively, the “Existing Money Manager Agreements,” and together with the Existing Agreement, the “Existing RIF Agreements”) and, thereafter, to approve the continuation of each such Existing RIF Agreement on at least an annual basis, and that the terms and conditions of each Existing RIF Agreement provide for its termination if continuation is not approved annually and upon its “assignment” within the meaning of Section 2(a)(4) of the 1940 Act (“assignment”).

The Board, including all of the Independent Trustees, considered and approved the Existing RIF Agreements for an initial term of two years at a meeting held in person on July 29, 2014, and shareholders of each Fund approved the Fund’s Existing Agreement on November 3, 2014 in connection with the change of control resulting from the LSEG Transaction.

In connection with the LSEG Transaction, completion of which was announced on December 3, 2014, LSEG stated that it would undertake the Review of FRC’s investment management business to determine its positioning and fit with LSEG. One part of the Review was to determine whether the FRC investment management business would be more valuable as part of the LSEG organization or as part of an organization with existing investment management activities. On February 5, 2015, LSEG publicly announced that it had completed the Review, that the conclusion of the Review was to explore a sale of the FRC investment management business in its entirety, and that a sale process would commence. Following this date, LSEG solicited expressions of interest in acquiring FRC’s investment management business from potential bidders in an auction process. LSEG will retain FRC and FRC’s index business. FRC’s index business has historically provided various services and support to RIMCo in respect of RIMCo’s Fund-related activities. In connection with the Transaction, FRC and Russell Investments will enter into index and intellectual property license agreements which will provide Russell Investments, including RIMCo, with access to the LSEG retained intellectual property and index data used in the conduct of its asset management business, including RIMCo’s Fund-related services.

The Independent Trustees discussed with RIMCo and LSEG and monitored throughout the sale process the impact of uncertainty as to RIMCo’s ownership on the retention of key employees and on the ability of the Funds to retain assets and attract additional assets. The Independent Trustees requested, and RIMCo provided, weekly reports regarding Fund asset inflows and outflows and departures of key personnel. The Independent Trustees also received periodic status reports regarding the sale process from RIMCo and LSEG. Following the emergence of interested bidders, the Independent Trustees communicated their perspectives on certain of the bidders to RIMCo or LSEG when presented with opportunities to do so. With

respect to private equity firm bidders, such as TA Associates, these perspectives included Board concerns as to possible negative market reaction to the perceived transitional nature of any transaction with a private equity firm and to any utilization of significant leverage to complete such a transaction. The Board received status reports on the sale process not only at its regularly scheduled quarterly meetings during the sale process but in interim telephone conference call meetings with RIMCo and/or LSEG.

In anticipation of a change of ownership of RIMCo and consequent assignment and termination of the Existing RIF Agreements as a result of the announced conclusions of the Review, the Board met in person on May ~~20, 2014,~~18, 2015 (the “Existing RIF Agreement Review Meeting”) to review and discuss with RIMCo information (the “Existing RIF Agreement Financial Information”) regarding each Fund’s performance, fees, expenses, and profitability as of December 31, 2014.

During the course of a year, the Trustees receive a wide variety of materials regarding, among other things, the investment performance of the Funds, sales and redemptions of the Funds’ shares, management of the Funds and other services provided by RIMCo, and compliance with applicable regulatory requirements. In preparation for the Existing RIF Agreement Review Meeting, the Independent Trustees, with the advice and assistance of their independent counsel (“Independent Counsel”), also requested, and the Board reviewed: (1) information and reports prepared by RIMCo relating to the profitability of each Fund to RIMCo; (2) information (the “Third-Party Information”) received from an independent, nationally recognized provider of investment company information comparing the performance of certain of the Funds and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by the provider to be generally comparable in investment objectives to the Funds; and (3) information prepared by RIMCo (the “RIMCo Comparative Information”) comparing the performance of certain underlying funds (defined below) and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by RIMCo to be generally comparable in investment objectives to the underlying funds. In the case of each Fund, its other peer funds, whether identified as such in the Third-Party Information or the RIMCo Comparative Information, are collectively hereinafter referred to as the Fund’s “Comparable Funds,” and, with the Fund, such Comparable Funds are collectively hereinafter referred to as the Fund’s “Performance Universe” in the case of performance comparisons and the Fund’s “Expense Universe” in the case of operating expense comparisons. In the case of certain, but not all, Funds, the Third-Party Information reflected changes in the Comparable Funds included in the Expense Universes as requested by RIMCo, which changes were noted in the Third-Party Information. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its review of the Existing RIF Agreements at the Existing RIF Agreement Review Meeting is included in the Existing RIF Agreement Financial Information.

On October 8, 2015, LSEG announced that it had entered into ~~exclusive discussions~~the Purchase Agreement with ~~Northwestern Mutual for the potential acquisition of~~ FRC ~~although there was no certainty that any agreement~~and Emerald Acquisition, providing for a ~~transaction~~possible sale of FRC’s investment management business to Emerald Acquisition. The Transaction, if completed, would ~~be reached. On June 26, 2014,~~result in the assignment of the Existing Agreement. Because the Existing Agreement would terminate upon its assignment, the Board was ~~advised by FRC,~~asked to consider approval of the terms and LSEG publicly announced, that LSEG had entered into a definitive agreement and plan of merger to acquire FRC, including both its index and investment management businesses. In its announcement (the “LSEG Announcement”), LSEG stated, among other things, that the investment management business would be the subject of “a comprehensive review to determine its positioning and fit with the Group” and that LSEG is “committed to maintaining a clear focus on client service, fund performance and management and employee stability, whilst ensuring appropriate standalone governance.” On June 27, 2014, the Board met by conference telephone call to discuss preliminarily the LSEG Announcement with representatives of FRC, RIMCo and LSEG.

~~In preparation for its evaluation~~conditions of the Post-Transaction Agreement pursuant to which RIMCo, as an affiliate of Emerald Acquisition, would continue to serve as the investment adviser of each Fund following completion of the Transaction and thereafter to submit the Post-Transaction Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. Because the Existing Money Manager Agreements may be deemed to terminate upon assignment of each Fund’s Existing Agreement, the Board also was asked to approve new portfolio management and/or non-discretionary investment advisory contracts with each applicable Fund’s Money Managers (the “Post-Transaction Money Manager Agreements,” and together with the Post-Transaction Agreement, the “Post-Transaction RIF Agreements”).

Following the announcement by LSEG of the Transaction, the Independent Trustees, with the advice and assistance of Independent Counsel, requested information to evaluate the Post-Transaction ~~Agreement. (Capitalized terms used in this section but not defined herein have~~RIF Agreements. The Independent Trustees requested information relating to the ~~meanings set forth inExhibit G.) In their requests for such information,~~nature, scope, and quality of services provided to the ~~Independent Trustees~~Funds by RIMCo and its affiliates and advised RIMCo of their ~~intention~~willingness to rely upon the Existing RIF Agreement ~~Evaluation~~Financial Information in their evaluation of the Post-Transaction ~~Agreement,~~RIF Agreements, if and to the extent ~~the Agreement Evaluation Information~~that such information, together with any information updating or supplementing such information, continued to be accurate and complete as of ~~July 29, 2014. The~~the date of the request. In response to this request, RIMCo provided information relating to the nature, scope, and quality of services provided to the Funds by RIMCo and its affiliates which information also included the Existing RIF Agreement Financial Information as updated or supplemented as needed. Separately, the Independent Trustees ~~requested that RIMCo provide any updated~~submitted requests for information specifically regarding Emerald Acquisition and ~~additional information needed for~~ the ~~Board to consider whether~~impact of the ~~Post-Transaction Agreement should be approved.~~Transaction on the interests of the Funds and their shareholders. The foregoing information and other information provided or presented by RIMCo, Emerald Acquisition, TA Associates, and ~~LSEG~~Reverence Capital to the Board, including the Independent Trustees, in connection with its evaluation of the Post-Transaction ~~Agreement~~RIF Agreements, including the information referred to below, hereinafter is referred to collectively as the “Post-Transaction RIF Agreement ~~Evaluation~~ Information.”

On November 3, 2015, the Board met by telephone conference call to discuss preliminarily the announcement of the Transaction with representatives of FRC, RIMCo, TA Associates and Reverence Capital.

At a meeting held in person on ~~July 17, 2014~~December 7-8, 2015 (the “Post-Transaction RIF Agreement Information ~~Review~~ Meeting”), the Board, in further preparation for its evaluation of the Post-Transaction RIF Agreements, reviewed the Post-Transaction

RIF Agreement ~~reviewed Post-Transaction Agreement Evaluation~~ Information ~~received to the date of that Meeting, first~~ with ~~senior~~ representatives of FRC, RIMCo, Fund management, TA Associates, and ~~LSEG,~~Reverence Capital, and ~~then~~separately in a private ~~session~~sessions with Independent Counsel at which no representatives of FRC, RIMCo, ~~LSEG, or~~ Fund management, TA Associates, or Reverence Capital were ~~present,~~present. Prior to the Post-Transaction RIF Agreement Information Meeting, the Board submitted supplemental information requests, including a supplemental request for additional analyses and oninformation regarding the ~~basis~~financial stability of ~~that review,~~RIMCo and financial models supporting the belief of TA Associates and Reverence Capital as to RIMCo’s financial stability following completion of the Transaction. Prior to the Post-Transaction RIF Agreement Information Meeting, the Trustees received a memorandum from counsel to the Funds (“Fund Counsel”) discussing the legal standards for their consideration of the Post-Transaction RIF Agreements, and the Independent Trustees separately received a memorandum regarding their responsibilities from Independent Counsel. At the Post-Transaction RIF Agreement Information Meeting, the Board requested additional information needed to evaluate the Post-Transaction RIF Agreements, including information regarding covenants and events of default in the ~~Transaction and its impact on RIMCo~~Term Loan Facility and the ~~Funds.~~Revolving Credit Facility that could lead to a change of control of RIMCo.

The Board met in person on ~~July 29, 2014~~December 16, 2015 to consider the approval of the Post-Transaction ~~Agreement~~RIF Agreements (the “Post-Transaction RIF Agreement Evaluation Meeting,” and together with the Existing RIF Agreement Review Meeting and the Post-Transaction RIF Agreement Information Meeting, the “Agreement Information Meetings,” or individually an “Agreement Information Meeting”). At the Post-Transaction RIF Agreement Evaluation Meeting, the Independent Trustees ~~first~~ met ~~to review additional Post-Transaction Agreement Information received to that date~~in person with representatives of FRC, RIMCo, and Fund management to review additional Post-Transaction RIF Agreement Information received after the Post-Transaction RIF Agreement Information Meeting and ~~LSEG.~~prior to or at that meeting. Representatives of TA Associates and Reverence Capital participated in the Post-Transaction RIF Agreement Information Meeting in person and participated in the Post-Transaction RIF Agreement Evaluation Meeting by conference call. Presentations made by FRC, RIMCo, TA Associates, and ~~LSEG~~Reverence Capital at the ~~Post-Transaction~~ Agreement Information ~~Review Meeting and the Post-Transaction Agreement Evaluation Meeting (together, the “Transaction Board Meetings”), as part of this review,~~Meetings encompassed all of the Funds and the ~~Other~~other RIMCo-managed funds for which the Board has supervisory responsibility (the “Other Russell ~~Funds.~~Funds”). Information received by the Board, including the Independent Trustees, prior to and at the ~~Transaction Board~~Agreement Information Meetings is included in the Post-Transaction RIF Agreement ~~Evaluation~~ Information. Presentations made by FRC, RIMCo, TA Associates, and ~~LSEG~~Reverence Capital at the ~~Transaction Board~~Agreement Information Meetings also are included in the Post-Transaction RIF Agreement ~~Evaluation~~ Information. Prior to voting at the Post-Transaction RIF Agreement Evaluation Meeting, the Independent Trustees met in executive session with Independent Counsel, at which no representatives of FRC, RIMCo, ~~LSEG,~~Fund management, TA Associates, or ~~Fund management~~Reverence Capital were present, to review additional Post-Transaction RIF Agreement ~~Evaluation~~ Information received prior to and at the Meeting. The discussion below reflects all of these reviews.

The Board’s evaluation of the Post-Transaction ~~Agreement~~RIF Agreements reflected the Post-Transaction RIF Agreement ~~Evaluation~~ Information and other information received by

the Board during the course of the year or in prior years (including the Agreement Evaluation Information, as supplemented by RIMCo through the date of the Post-Transaction Agreement Evaluation Meeting) and the findings made by the Board in respect of the Existing Agreements at the Agreement Evaluation Meeting (~~see~~ ~~“Approval of Existing Agreement” attached asExhibit G~~).years. The Independent Trustees’ evaluations of the Post-Transaction ~~Agreement~~RIF Agreements also reflected the knowledge and familiarity gained as Board members of the Funds and the Other Russell Funds with respect to services provided by RIMCo, RIMCo’s affiliates, and each Money Manager to the Funds under the Existing ~~Agreement~~RIF Agreements and services proposed to be provided to the Funds under the Post-Transaction RIF Agreements.

In evaluating the Post-Transaction RIF Agreement Information, the Board considered that each of the Funds, other than the Funds that are structured as funds of funds (the “Funds of Funds”), and each of the funds in which the Funds of Funds invest (the “Underlying Funds”), employs a manager-of-managers method of investment and RIMCo’s advice that such Manager-of-Managers Funds and Underlying Funds in employing a manager-of-managers method of investment operate in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an investment advisory fee is paid by the investment company to its adviser, which in turn employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser’s style and investment philosophy. RIMCo has engaged multiple unaffiliated Money Managers for all Funds except the Funds of Funds, which are currently managed only by RIMCo, and for all Underlying Funds. A Money Manager may have (1) a discretionary asset management assignment pursuant to which it is allocated a portion of a Manager-of-Managers Fund’s or Underlying Fund’s assets to manage directly in its discretion, (2) a non-discretionary assignment pursuant to which it provides a model portfolio to RIMCo representing its investment recommendations, based upon which RIMCo purchases and sells securities for a Manager-of-Managers Fund or Underlying Fund, or (3) both a discretionary and a non-discretionary assignment.

The Board considered that RIMCo (rather than any Money Manager in the case of Manager-of-Managers Funds and Underlying Funds) is responsible under the Existing Agreement, and would be responsible under the Post-Transaction RIMCo Agreement, for determining, implementing, and maintaining the investment program for each Fund. Assets of each Manager-of-Managers Fund and Underlying Fund generally have been allocated among multiple Money Manager investment strategies. The Manager-of-Managers Funds and Underlying Funds may employ discretionary and/or non-discretionary Money Managers selected by RIMCo, subject to Board approval, for that Fund. RIMCo manages Manager-of-Managers Fund and Underlying Fund assets not allocated to discretionary Money Managers, which include assets managed by RIMCo to effect a Manager-of-Managers Fund’s or Underlying Fund’s investment strategies and/or to actively manage a Manager-of-Managers Fund’s or Underlying Fund’s overall exposures to seek to achieve the desired risk/return profile for the Fund. RIMCo also manages the portion of Manager-of-Managers Fund and Underlying Fund assets for which a Manager-of-Managers Fund’s or Underlying Fund’s non-discretionary Money Managers provide

model portfolios to RIMCo and each Manager-of-Managers Fund’s and Underlying Fund’s liquidity reserves. RIMCo may also manage portions of a Manager-of-Managers Fund or Underlying Fund during transitions between Money Managers. The assets of each Fund of Funds are invested in different combinations of Underlying Funds pursuant to target asset allocations set by RIMCo. RIMCo may modify the target asset allocation for any Fund of Funds and/or the Underlying Funds in which the Funds of Funds invest. In all cases, Fund assets are managed directly by RIMCo pursuant to authority provided by the Existing Agreement, and would be managed directly by RIMCo pursuant to authority provided by the Post-Transaction Agreement.

RIMCo is responsible for selecting, subject to Board approval, Money Managers for each Manager-of-Managers Fund and Underlying Fund and for actively managing allocations and reallocations of its assets among the Money Managers or their strategies and RIMCo itself. The Board has been advised that RIMCo’s goal with respect to the Manager-of-Managers Funds and Underlying Funds is to construct and manage diversified portfolios in a risk-aware manner. Each Money Manager for a Manager-of-Managers Fund or Underlying Fund in effect performs the function of an individual portfolio manager who is responsible for selecting portfolio securities for the portion of the Fund assigned to it by RIMCo (each, a “segment”) in accordance with the Fund’s applicable investment objective, policies and restrictions, any constraints placed by RIMCo upon their selection of portfolio securities and the Money Manager’s specified role in a Fund. For each Manager-of-Managers Fund and Underlying Fund, RIMCo is responsible, among other things, for communicating performance expectations to each Money Manager; supervising compliance by each Money Manager with each Fund’s investment objective and policies; authorizing Money Managers to engage in or provide recommendations with respect to certain investment strategies for a Fund or Underlying Fund; and recommending annually to the Board whether portfolio management and non-discretionary investment advisory contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification, or termination of portfolio management and non-discretionary investment advisory contracts, RIMCo is responsible for recommending to the Board additions of new Money Managers or replacements of existing Money Managers at any time when, based on RIMCo’s research and ongoing review and analysis, such actions are appropriate. RIMCo may impose specific investment or strategy constraints from time to time for each Money Manager intended to capitalize on the strengths of that Money Manager or to coordinate the investment activities of Money Managers for the Manager-of-Managers Funds or Underlying Funds in a complementary manner. Therefore, RIMCo’s selection of Money Managers is made not only on the basis of performance considerations but also on the basis of anticipated compatibility with other Money Managers in the same Manager-of-Managers Fund or Underlying Fund. In light of the foregoing, the overall performance of each Manager-of-Managers Fund and Underlying Fund over appropriate periods has reflected, in great part, the performance of RIMCo in designing the Fund’s investment program, structuring the

Fund, selecting an effective Money Manager with a particular investment style or sub-style for a segment that is complementary to the styles of the Money Managers of other Fund segments, and allocating assets among the Money Managers or their strategies in a manner designed to achieve the objectives of the Manager-of-Managers Fund or Underlying Fund.

The Board considered that the prospectuses for the Manager-of-Managers Funds and Underlying Funds and other public disclosures emphasize to investors RIMCo’s role as the principal investment manager for each such Fund, rather than the investment selection role of the Funds’ Money Managers, and describe the manner in which the Funds operate so that investors may take that information into account when deciding to purchase shares of any Manager-of-Managers Fund or Underlying Fund. The Board further considered that Manager-of-Managers Fund and Underlying Fund investors in pursuing their investment goals and objectives likely purchased their shares on the basis of this information and RIMCo’s reputation for and performance record in managing the structure of the Manager-of-Managers Funds and Underlying Funds.

The Board also considered the demands and complexity of managing the Manager-of-Managers Funds and Underlying Funds pursuant to the manager-of-managers structure; the special expertise of RIMCo with respect to the manager-of-managers structure of the Funds; and the likelihood that, at the current expense ratio of each Manager-of-Managers Fund and Underlying Fund, there would be no acceptable alternative investment managers to replace RIMCo on comparable terms given the need to continue the manager-of-managers strategy of such Fund selected by shareholders in purchasing their shares.

In addition to these general factors relating to the structure of the Manager-of-Managers Funds and Underlying Funds, the Trustees considered, with respect to each Fund, various specific factors in respect of the Post-Transaction Agreement, including the following:

agent fees and any fees received for management or administration of securities lending cash collateral, soft dollar arrangements and commissions in connection with portfolio securities transactions;

In reviewing the nature, scope and overall quality of the investment management and other services provided, and which are expected to be provided, to the Funds, including Fund portfolio management services, the Board discussed with senior representatives of RIMCo at the Post-Transaction RIF Agreement Information Meeting the impact on the Funds’ operations of changes in RIMCo personnel providing investment management and other services to the Funds during the past year or expected in the future, whether as a result of the LSEG Transaction, the Review, the Transaction, or otherwise. The Board was not advised of any expected diminution in the nature, scope, or quality of the investment advisory or other services provided to the Funds from such changes.

As noted above, RIMCo, in addition to managing the investment of each Manager-of-Managers Fund’s and Underlying Fund’s cash, may directly manage a portion of certain Manager-of-Managers Funds and Underlying Funds (the “Participating Funds”) pursuant to the relevant Existing Agreement and the Post-Transaction Agreement, the actual allocation being determined from time to time by the Participating Funds’ portfolio manager. Beginning in 2012, RIMCo implemented a strategy of managing a portion of the assets of the Participating Funds to actively manage such Funds’ overall exposures by investing in securities or other instruments that RIMCo believes will achieve the desired risk/return profiles for such Funds. RIMCo monitors the Participating Funds’ risk/return profiles by assessing Fund characteristics, including risk, using a variety of measurements, such as tracking error, and may seek to actively manage Fund exposures consistent with the Funds’ investment objectives and strategies. For U.S. equity Funds, Fund exposures may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, or sector). For non-U.S. equity, global infrastructure, and global real estate Funds, Fund exposures may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector, country or region). For fixed-income Funds, Fund exposures may be managed with the goal to increase or decrease exposures (such as sector, industry, currency, credit, or mortgage exposure, country risk, yield curve positioning or interest rates). For alternative and specialty Funds, Fund exposures may be managed with the goal to increase or

decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector, region, currency, commodity, credit or mortgage exposure, country risk, yield curve positioning or interest rates). For all Funds, Fund characteristics may be managed to offset undesired relative over- or under-weights in order to seek to achieve the desired risk/return profile for each Fund. RIMCo may utilize quantitative or qualitative analysis or quantitative models designed to assess Fund characteristics and identify a portfolio that provides the desired exposures or use strategies based on indexes that represent the desired exposures, including index replication and optimized index sampling. Based on this, for the portion of a Fund’s assets directly managed by RIMCo, RIMCo may invest in common stocks, fixed income securities, pooled investment vehicles, exchange-traded notes, REITs, short-term investments, currencies and/or derivatives, including futures, forwards, options, and/or swaps, in order to seek to achieve the desired risk/return profile for the Fund. Derivatives may be used to take long or short positions. In addition, RIMCo may elect to adjust the exposure obtained through the cash equitization process to manage Fund exposures.

RIMCo also may manage Fund assets directly to effect a Fund’s investment strategies. RIMCo’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” RIMCo also may reallocate Fund assets among Money Managers, increase Fund cash reserves, or determine not to be fully invested. RIMCo’s Direct Management Services generally are not intended to be a primary driver of Manager-of-Managers Funds’ or Underlying Funds’ investment results, although the services may have a positive or negative impact on investment results, but rather are intended to enhance incrementally the ability of Funds to carry out their investment programs. The Board considered that during the period, and to the extent that RIMCo employs its Direct Management Services other than via the cash equitization process in respect of Participating Funds, RIMCo is not required to pay investment advisory fees to a Money Manager with respect to assets that are directly managed and that the profits derived by RIMCo generally and from the Participating Funds consequently may be increased incrementally, although RIMCo may incur additional costs in providing Direct Management Services. The Board, however, also considered the potential benefits of the Direct Management Services to Participating Funds; the limited, although increasing, amount of assets that to the date of the Agreement Information Meetings were being managed directly by RIMCo pursuant to the Direct Management Services; and the fact that the aggregate Advisory Fees paid by the Participating Funds are not increased as a result of RIMCo’s direct management of Fund assets as part of the Direct Management Services or otherwise.

In reviewing the Funds’ Advisory Fees in light of Fund performance, the Board considered that in the Post-Transaction RIF Agreement Information and at past meetings, RIMCo noted differences between the investment strategies of certain Funds and their respective Comparable Funds in pursuing their investment objectives. The Board noted RIMCo’s further past advice that the ~~short period~~strategies pursued

by the Funds, among other things, are intended to result in less volatile, more moderate returns relative to each Fund’s performance benchmark rather than more volatile, more extreme returns that its Comparable Funds may experience over time.

The Third-Party Information included, among other things, comparisons of ~~time since~~ the ~~Agreement Evaluation Meeting~~Funds’ Advisory Fees with the investment advisory fees of their Comparable Funds on an actual basis (i.e., giving effect to any voluntary fee waivers implemented by RIMCo and the advisers to such Fund’s Comparable Funds). The Third-Party Information, among other things, showed that the RIF Multi-Style Equity Fund, RIF Aggressive Equity Fund, RIF Non-U.S. Fund, RIF Core Bond Fund, and RIF Global Real Estate Securities Fund each had an Advisory Fee which, compared with its Comparable Funds’ investment advisory fees on an actual basis, was ranked in the fourth or fifth quintile of its Expense Universe for that expense component. The Advisory Fee for each of the other Funds ranked in the third quintile or better of its Expense Universe. In these rankings, the first quintile represents funds with the lowest investment advisory fees among funds in the Expense Universe and the fifth quintile represents funds with the highest investment advisory fees among the Expense Universe funds. The comparisons were based upon the latest fiscal years for the Expense Universe funds. The Board considered that the actual Advisory Fee for each of the RIF Non-U.S. Fund and RIF Core Bond Fund was less than 1.5 basis points from the third quintile of its Expense Universe. The Board further considered RIMCo’s explanation of the reasons for the Funds’ actual Advisory Fee rankings and RIMCo’s belief that the Funds’ Advisory Fees are fair and reasonable under the circumstances, notwithstanding such comparisons. Among other things, RIMCo noted that meaningful comparisons of investment advisory fees between funds affiliated with insurance companies issuing variable annuity and life policies and non-affiliated funds, such as the Funds, are difficult as insurance companies may allocate fees between the investment policies and their underlying funds. The Board determined that it would continue to monitor the Funds’ Advisory Fees against the Funds’ Comparable Funds’ investment advisory fees.

In discussing the Funds’ Advisory Fees generally, RIMCo noted, among other things, that its Advisory Fees for the Funds encompass services that may not be provided by investment advisers to the Funds’ Comparable Funds, such as cash equitization and, in the case of the Manager-of-Managers Funds and Underlying Funds, management of portfolio transition costs when Money Managers are added, terminated or replaced.

RIMCo also observed that its “margins” in providing investment advisory services to the Manager-of-Managers Funds and Underlying Funds tend to be lower than competitors’ margins because of the demands and complexities of managing the Funds’ manager-of-managers structure, including RIMCo’s payment of a significant portion of the Manager-of-Managers Funds’ and Underlying Funds’ Advisory Fees to their Money Managers. RIMCo expressed the view that Advisory Fees should be considered in the context of a Fund’s total expense ratio to obtain a complete picture.

The Board, however, considered each Fund’s Advisory Fee on both a standalone basis and in the context of the Fund’s total expense ratio.

RIMCo attributed the relative ranking of the actual Advisory Fees of the RIF Multi-Style Equity Fund and the RIF Aggressive Equity Fund to changes in the Funds’ respective Expense Universes during the past year that adversely affected each Fund’s Expense Universe rankings. RIMCo noted that the previous advisory fee waiver of 0.05% for the RIF Aggressive Equity Fund was removed effective May 1, 2015. RIMCo further noted that the total expense ratio for the RIF Multi-Style Equity Fund and the RIF Aggressive Equity Fund, taking into account the removal of the 0.05% Advisory Fee waiver for the RIF Aggressive Equity Fund, ranked in the third quintile of their respective Expense Universes.

With respect to the RIF Global Real Estate Securities Fund, RIMCo noted that the Third-Party Information, to include a sufficient number of Comparable Funds in the Fund’s Expense Universe, included both global and U.S. real estate funds in the Expense Universe. According to RIMCo, U.S. real estate funds generally have lower investment advisory fees, which lower the Expense Universe advisory fee median. RIMCo further noted that the Fund’s total expense ratio ranked in the third quintile of its Expense Universe.

Based upon information provided by RIMCo, the Board reviewed for each Fund whether economies of scale have been realized and whether the Advisory Fee for such Fund appropriately reflects or should be revised to ~~update~~reflect any such economies. The Board reviewed, among other things, the variability of Money Manager investment advisory fees and ~~supplement~~other factors associated with the manager-of-managers structure employed by the Manager-of-Managers Funds and Underlying Funds as well as net Fund redemptions or purchases in recent years, including, especially, the period since LSEG’s announcement of the conclusion of the Review and its intention to sell the FRC investment management business. The Board considered RIMCo’s advice that the impact of its Direct Management Services was not expected to materially affect RIMCo’s economies due to the relatively small strategic allocation targets and associated costs to RIMCo of providing such services.

The Funds are distributed exclusively through variable annuity and variable life insurance contracts issued by insurance companies. Currently, the Funds are made available to new holders of such insurance policies (“Insurance Contract Holders”) by one insurance company. RIMCo has advised the Board that it does not expect that additional insurance companies will make the Funds available to their variable annuity or variable life insurance policyholders in the near or long term because of a declining interest by the insurance companies generally in variable insurance trusts, such as the Funds, as investment vehicles supporting their products. Notwithstanding this expectation, RIMCo has expressed its belief that the Funds will remain viable in light of their cash inflows from the current participating insurance company. The Board considered, among other things, the negative implications for significant

future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Manager-of-Managers Funds, including the variability of Money Manager investment advisory fees.

Northwestern Mutual is the insurance company making the Funds available to their Insurance Contract Holders. At the Post-Transaction RIF Agreement ~~Evaluation~~ Information ~~through~~Meeting, RIMCo expressed its belief that Northwestern Mutual intends to continue to make the ~~date~~Funds available to its Insurance Contract Holders following the Transaction. However, the Board received no direct assurances in this regard directly from Northwestern Mutual. If Northwestern Mutual were to discontinue its participation in the Funds, the Board considered that it is unlikely that the Funds would remain viable.

The Board also considered that the fees payable to RIMCo or its affiliates by most but not all institutional clients with respect to institutional funds with investment objectives similar to those of the Funds and the Other Russell Funds are lower, and, in some cases may be substantially lower, than the rates paid by certain of the Funds and the Other Russell Funds. The Trustees received information comparing the fees payable to RIMCo by certain institutional clients and the Funds. The Trustees considered the differences in the nature and scope of services RIMCo provides to institutional clients and the Funds. RIMCo explained, among other things, that institutional clients have fewer compliance, administrative, and other needs than the Funds. RIMCo also noted that since the Funds must constantly issue and redeem their shares, they are more difficult to manage than institutional accounts where assets are relatively stable. In addition, RIMCo noted that the Funds are subject to heightened regulatory requirements relative to institutional clients, and that the process associated with the acquisition of new assets is considerably more expensive in the retail market, relative to the institutional market. The Board noted that RIMCo provides office space and facilities to the Funds and all of the Funds’ officers. Accordingly, the Trustees concluded that the services provided to the Funds are sufficiently different from the services provided to the institutional clients that comparisons are not probative and should not be given significant weight.

With respect to the Funds’ total expenses, the Third-Party Information showed that the none of the Funds had total expenses that ranked in fourth or fifth quintiles of its Expense Universe. In these rankings, the first quintile represents the funds with the lowest total expenses among funds in the Expense Universe and the fifth quintile represents funds with the highest total expenses among the Expense Universe funds.

On the basis of the Post-Transaction RIF Agreement Information and other information previously received by the Board from RIMCo during the course of the current year or in prior years, or presented at or in connection with the Agreement Information Meetings by RIMCo, the Board, in respect of each Fund, found after

giving effect to any applicable waivers and/or reimbursements and considering any differences in the composition and investment strategies of its respective Comparable Funds that (1) the Advisory Fee charged by RIMCo was reasonable in light of the nature, scope, and overall quality of the investment management and other services provided, and expected to be provided, to the Fund; (2) the relative expense ratio of the Fund either was comparable to those of its Comparable Funds or RIMCo had provided an explanation satisfactory to the Board as to why the relative expense ratio was not comparable to those of its Comparable Funds; (3) RIMCo’s methodology of allocating expenses of operating funds in the complex was reasonable; (4) other benefits and fees received by RIMCo or its affiliates from the Fund were not excessive; (5) RIMCo’s profitability with respect to the Fund was not excessive in light of the nature, scope, and overall quality of the investment management and other services provided by RIMCo; and (6) the Advisory Fee charged by RIMCo, with implementation of the new breakpoints in the case of certain Underlying Funds, appropriately reflects any economies of scale realized by such Fund in light of various factors, including the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Manager-of-Managers Funds and Underlying Funds, including the variability of Money Manager investment advisory fees as well as the possible discontinuation of Northwestern Mutual’s participation in the Funds.

The Board, in assessing the Funds’ performance, focused upon each Fund’s performance for the 3-year period ended December 31, 2014 as most relevant but also considered Fund performance for the 1- and 5-year periods ended such date. In reviewing the Funds’ performance generally, the Board took into consideration various steps taken by RIMCo beginning in 2012 to enhance the performance of certain Manager-of-Managers Funds and Underlying Funds, including changes in Money Managers, and, in the case of Participating Funds, RIMCo’s implementation of its Direct Management Services.

With respect to the RIF Aggressive Equity Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for the 3- and 5-year periods ended December 31, 2014 and was ranked in the fifth quintile for the 1-year period ended such date. RIMCo noted that in 2012 it had changed the Fund’s investment strategy from investing principally in small and medium capitalization securities to investing principally in small capitalization securities, which resulted in a change to the Fund’s primary benchmark. RIMCo attributed the Fund’s three-year underperformance relative to its Performance Universe to the market cap mismatch relative to the Performance Universe prior to the Fund’s investment strategy change.

With respect to the Moderate Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fifth quintile of its Performance

Universe for the 3- and 5-year periods ended December 31, 2014, and ranked in the fourth quintile of its Performance Universe for the 1-year period ended such date. The Board considered that the Balanced Strategy Fund and Moderate Strategy Fund outperformed their respective benchmarks for the 3-year period ended December 31, 2014. With respect to the Balanced Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for each of the 1-, 3- and 5-year periods ended December 31, 2014. With respect to the Growth Strategy Fund and Equity Growth Strategy Fund, the Third-Party Information showed that each Fund’s performance was ranked in the fifth quintile of its Performance Universe for each of the 1-, 3- and 5-year periods ended December 31, 2014. The Board considered RIMCo’s explanation that the underperformance of the Funds relative to their respective peer groups was mainly due to asset allocation differences. RIMCo noted, among other things, that the RIF Balanced Strategy Fund and RIF Moderate Strategy Fund tend to have a higher allocation to fixed income and a lower allocation to equities than their Comparable Funds, and that equities have largely outperformed fixed income on an annualized basis over the 3-year period. RIMCo also explained that each of the Funds tends to hold more diversified growth-oriented assets beyond traditional equities (such as global real estate, infrastructure, commodities, global high yield debt, emerging market debt, and liquid alternatives strategies), which have lagged in the strong equity markets. This exposure, according to RIMCo, is intended to provide diversification benefits and dampen volatility. RIMCo further noted that, within the equity positions held by the Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund and Equity Growth Strategy Fund, the Funds have more of a global equity allocation and less U.S. bias relative to their respective Comparable Funds, and the U.S. markets outperformed international developed markets over the 3-year period ended December 31, 2014. The Board also considered that in January 2014, the Funds implemented a change in strategic asset allocations, which decreased positions in core fixed income, international developed equity, and commodities, and increased positions in small cap, emerging markets, and infrastructure. According to RIMCo, these changes brought the Funds’ allocations directionally closer towards the average equity and fixed income allocations of the Comparable Funds, although the Funds continue to maintain more diversified growth asset exposure and a larger globally diversified equity allocation than their Comparable Funds.

In assessing performance, the Board reviewed each Fund’s absolute performance and performance relative to appropriate benchmarks and indices, in addition to such Fund’s performance relative to its Comparable Funds. In assessing the Funds’ performance relative to their Comparable Funds or benchmarks or in absolute terms, the Board considered RIMCo’s stated investment strategy of managing the Funds in a risk-aware manner. The Board also considered the Money Manager changes that have been made in recent periods and that the performance of Money Managers continues to impact Fund performance for periods prior and subsequent to their termination, and that any incremental positive or negative impact of the Direct

Management Services, which continue to evolve in nature and scope, was not yet fully reflected in the Fund’s investment results. Lastly, the Board considered potential new strategies discussed at prior Board meetings that may be employed by RIMCo in respect of certain Funds.

At the Post-Transaction RIF Agreement Evaluation Meeting, the Board concluded that, under the circumstances, including those described below, and based on RIMCo’s performance information and reviews for each Fund and the other Post-Transaction RIF Agreement Information, the performance of each of the Funds would be consistent with the approval of the Post-Transaction Agreement.

At the Agreement Information Meetings, with respect to the review of the terms of the Post-Transaction Money Manager Agreements, the Board received and considered information from RIMCo reporting for each Money Manager, among other things, the Money Manager’s performance over various periods; RIMCo’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc. (“RFS”), the Funds’ underwriter; and RIMCo’s recommendation to retain the Money Manager at the current fee rate, to retain the Money Manager at a reduced fee rate, or to terminate the Money Manager. The Board received reports during the course of the year from the Funds’ Chief Compliance Officer regarding her assessments of Money Manager compliance programs and any compliance issues. RIMCo did not ~~affect~~identify any benefits received by Money Managers or their affiliates as a result of their relationships with the ~~conclusions reached~~Funds other than benefits from their soft dollar arrangements and commissions paid to any affiliated broker/dealer through which they execute trades. The Post-Transaction RIF Agreement Information described oversight of Money Manager soft dollar arrangements. The Post-Transaction RIF Agreement Information expressed RIMCo’s belief that, based upon certifications from Money Managers and pre-hire and ongoing reviews of Money Manager soft dollar arrangements, policies, and procedures, the Money Managers’ soft dollar arrangements, policies, and procedures are consistent with applicable legal standards and with disclosures made by Money Managers in their investment adviser registration statements filed with the SEC and by the Funds in their registration statements. RIMCo, as it has in the past, advised the Board atthat it does not regard Money Manager profitability as relevant to its evaluation of the portfolio management and non-discretionary investment advisory contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo is aware of the standard fee rates charged by Money Managers to other clients; and RIMCo believes that the fees agreed upon with Money Managers are reasonable in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIMCo’s explanation of the relevance of Money Manager profitability in light of RIMCo’s belief that such fees are reasonable; the Board’s findings as to the reasonableness of the Advisory Fee paid by each Fund; and the fact that each Money Manager’s fee is paid by RIMCo. Based substantially upon RIMCo’s

recommendations, together with the Post-Transaction RIF Agreement ~~Evaluation Meeting described~~Information, the Board concluded that the fees paid to the Money Managers of each Fund are reasonable in~~Exhibit G~~. light of the quality of the investment advisory services provided.

In approving the Post-Transaction Agreement and determining to submit it to shareholders for their approval, the ~~Board~~Trustees, in addition to the reviews described above, conducted a review that was specifically focused on the Transaction and its impact on the interests of the Funds and their shareholders, and, in doing so, considered ~~all~~a variety of factors, ~~it believed~~positive and negative, deemed relevant in ~~exercising its~~their business judgment, ~~including the following:~~certain of which are discussed below. The discussion below is not intended to be all-inclusive.

Investment Vehicles and the ~~Transaction on~~Reverence Capital Entities, respectively, could be shorter or longer than the ~~Funds will be broadly neutral, with no material improvements or disadvantages, although the Funds may benefit to some extent from the ownership~~historical duration of ~~the FRC~~its investments in investment management ~~business by a company with world class technology, operational competencies,~~companies. The impact of such exit on RIMCo’s operations and financial ~~strength;~~condition is not determinable at this time, although an exit likely would result in a change of control of RIMCo.

~~LSEG intends~~Holdback is paid to ~~maintain the existing nature and quality of services provided to the Funds by RIMCo.~~

In connection with or as a result of the Transaction, LSEG anticipates that RIMCo will maintain the resources, operations, staffing and other functions required for the operation or administration of the Funds.

No changes are expected by LSEG in RIMCo’s investment strategies and practices in respect of the Funds as a result of the Transaction, including the manager-of-managers structure employed by the Funds that are not Funds of Funds (the “Manager-of-Managers Funds) and employed indirectly by the Funds of Funds through their investments in the Manager-of-Managers Funds.

FRC. TA Associates and Reverence Capital informed the Board that Emerald Acquisition (which is, and it is expected that the terms of the Facilities will require it to remain, a passive holding company with no operations) is prepared to support the business of RIMCo through reinvestment of cash flow and additional capital investments, if and as appropriate, but made no commitments and may be financially constrained in its ability to do so.

~~(13)~~

~~the~~November 2014. The terms and conditions of the Post-Transaction ~~Agreement~~RIF Agreements are substantially the same as those of the recently approved Existing ~~Agreement,~~RIF Agreements, which will terminate automatically upon completion of the Transaction, and the Post-Transaction ~~Agreement~~RIF Agreements will not ~~change~~increase any Fund’s Advisory Fee (on a contractual or actual basis), expense ratio, ~~profitability,~~ economies of scale, or other fees or benefits received by RIMCo and its

affiliates as a result of their relationships with the ~~Fund~~Fund. (~~see~~See “Terms of the Existing and Post-Transaction Agreements” ~~below);~~below.)

with special expertise to continue the manager-of-managers structure selected by shareholders of the Manager-of-Managers Funds and Underlying ~~Funds.~~Funds on comparable terms and conditions. In such event, the Board will consider what actions, if any, are available, necessary, appropriate, and in the best interests of the Funds and their shareholders under the circumstances, which may include approving a temporary interim advisory agreement with RIMCo in accordance with Rule 15a-4 under the 1940 Act that would allow RIMCo to continue to serve as investment manager for a maximum period of 150 days.

In evaluating the Post-Transaction ~~Agreement,~~RIF Agreements, the Board considered various risks associated with the Transaction or if the Transaction is not completed, including the possibility that ~~depending upon the results~~a change of ~~the comprehensive review, the FRC investment management business would be conducted pursuant to~~control terminating the Post-Transaction ~~Agreement as an independent part of the LSEG organization following completion of~~RIF Agreements may occur at any time after the Transaction ~~without any significant~~in the event of, among others things, (1) a default under the Facilities by the Borrowers and the Guarantors, including RIMCo, or (2) exits from the investments made by the TA Alternative Investment Vehicles and/or the Reverence Capital Entities. Moreover, the Board considered that, although TA Associates and Reverence Capital believe, based on the historical operating profits of RIMCo and the other Transferred Subsidiaries, that the “free” cash flows of RIMCo and the other Transferred Subsidiaries will be sufficient for the Borrowers and the Guarantors to meet their debt service obligations under the Facilities with no diminution ~~expected~~ in the nature, scope, ~~and overall~~or quality of services provided to the Funds, the operating profits of RIMCo and ~~without any expected effect on~~ the ~~Funds’ Advisory Fees (contractual or actual), expenses, profitability, economies~~other Transferred Subsidiaries may be adversely affected by various factors, including general economic, market and business conditions and developments specific to the business activities and operations of ~~scale, or~~RIMCo and the other ~~fees or benefits to FRC or~~Transferred Subsidiaries. Therefore, there is no assurance that the historical operating profits of RIMCo ~~or their affiliates from their Fund relationships. However,~~and the ~~Independent Trustees were unable on~~

~~the basis~~other Transferred Subsidiaries will be sustained following completion of the ~~Post-Transaction Agreement Evaluation Information~~Transaction at levels sufficient for the Borrowers and the Guarantors to ~~determine the outcome~~meet their obligations in respect of the ~~comprehensive review or its effects, if any, on~~Facilities and to do so without diminution in the ~~FRC investment management business generally or on any~~nature, scope and quality of ~~the investment advisory and other~~ services ~~that~~provided by RIMCo and ~~other FRC~~its affiliates ~~provide~~ to the ~~Funds under the Existing Agreement. Among other things,~~Funds. Consequently, the Board ~~could not determine whether or for how long FRC’s investment management business will continue~~identified as part of the LSEG organization following conclusion of the comprehensive review. In its deliberations, the Board considered the above and other relevant factors in light of the uncertain outcome and effects of the comprehensive review and, consequently, identified the principal factor in determining whether to approve the Post-Transaction ~~Agreement as~~RIF Agreements the immediate need to provide for uninterrupted

investment advisory and other services required for the operations of the Funds following the automatic termination of the Existing ~~Agreement~~RIF Agreements upon completion of the Transaction. The Board also noted LSEG’s stated intention to dispose of its interests in FRC’s investment management business and the uncertainty that if the Board did not approve the Post-Transaction RIF Agreements, or the Transaction is not completed, another transaction could be arranged by LSEG, or if arranged, could entail terms and conditions more unfavorable than the Transaction. No other factors or single factor reviewed by the Board was identified ~~by the Board~~ as a principal factor in determining whether or not to approve the Post-Transaction ~~Agreement~~RIF Agreements and each Board member may have attributed different weights to the various factors. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made separately in respect of each Fund. ~~After careful consideration~~

Following the Post-Transaction RIF Agreement Evaluation Meeting, the Independent Trustees were advised of ~~all factors, principally~~two changes in RIMCo’s management, including a change in the ~~need for continuation~~Funds’ leadership. On January 13, 2016, RIMCo publicly announced that Vernon Barback had been appointed President of ~~investment advisory and other services required for~~Russell Investments. With respect to the ~~operation~~management change affecting the Funds’ leadership, RIMCo publicly announced on February 9, 2016 that Sandra Cavanaugh, Chief Executive Officer of the Funds ~~following termination~~and a member of the ~~Existing Agreement,~~Funds’ Board, would retire at the ~~Board believed that approval~~end of the Post-Transaction Agreement would be in the best interests of each Fund and its shareholders for a period ending two years from the date of the Post-Transaction Agreement, but advised Fund management of its intention (subject to the outcome of the comprehensive review) to evaluate the continuance of the Post-Transaction Agreement within one year of its effectiveness, although not required to do so by the terms of the Post-Transaction Agreement or the 1940 Act.June 2016. The Independent Trustees were ~~advised by Independent Counsel throughout the process~~not aware of, ~~evaluating~~and therefore did not consider, these changes in their evaluation of the Post-Transaction Agreement. ~~Prior~~On January 14, 2016, the Independent Trustees of the Funds met by conference call with members of RIMCo’s executive management and received information regarding these changes. On January 18, 2016, the Independent Trustees met privately by conference call with Independent Counsel to discuss the ~~Post-Transaction Agreement Information Review Meeting,~~management changes, and following that meeting, the Independent Trustees submitted a list of questions regarding the management changes and their impact on the Funds. The Board ~~received a memorandum from Fund~~again met with representatives of RIMCo’s executive management by conference call on January 28, 2016 to review responses to its questions. Following this review, the Independent Trustees continued the conference call meeting, after excusing RIMCo’s representatives, to discuss in executive session with their Independent Counsel ~~discussing its responsibilities~~the foregoing changes in ~~connection~~RIMCo management. Following discussion, the Independent Trustees determined that, while the changes, particularly with respect to Ms. Cavanaugh, would have been relevant to its evaluation of the Post-Transaction Agreement, ~~and~~they would not have affected the ~~Independent Trustees separately received a memorandum discussing such responsibilities from Independent Counsel.~~decision to approve the Post-Transaction Agreement.

This section summarizes the terms of the Post-Transaction Agreement. The terms of the Post-Transaction Agreement for each Fund are substantially the same ~~in all material respects,~~ as the terms of the ~~Fund’s~~ Existing ~~Agreement. The~~Agreement, except with respect to: (i) the amendment to the provision relating to the use of the name Frank Russell; (ii) a revised provision relating to research and other resources previously provided by FRC; (iii) the

addition of a provision codifying the intended beneficiaries of RIMCo’s services under the Existing Agreement; and (iv) the effective and termination dates, in each case as discussed in greater detail below. Depending on the timing of RIMCo’s conversion to a limited liability company, the Post-Transaction Agreement ~~does, however,~~will initially be between each Fund and RIMCo, and subsequently amended to reflect ~~certain administrative updates~~the new form of organization, or will be between each Fund and the limited liability company successor to RIMCo.

The date of the Existing Agreement ~~(such as name changes, updated references to~~for each Fund is December 2, 2014. Shareholders of each Fund last approved the ~~Trust’s trust instrument, and clarifying updates). Included among such updates are changes made for the purpose~~Fund’s advisory agreement with RIMCo on November 3, 2014 in connection with a change of removing historical references to administrative services that are no longer provided under the Existing Agreement. Because these services are not being provided under the Existing Agreement, this is not a material difference between the Existing and Post-Transaction Agreements.control resulting from LSEG’s acquisition of FRC.

The following summary of the Post-Transaction Agreement is qualified by reference to the ~~representative~~ form of the Post-Transaction Agreement attached to this Proxy Statement asExhibit A~~. The contractual rate of the advisory fee payable by each Fund to RIMCo is set forth inExhibit C. Information regarding the date of the Existing Agreement for each Fund is set forth inExhibit E~~. Information regarding RIMCo, its other investment company clients, and fees paid by the Funds to its affiliates is included inExhibit FC.

Advisory and Other ~~Services~~Services.. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will, ~~among other things, appoint one or more persons or companies (“Money Managers”) for each~~subject to the general supervision of the ~~Funds, which will have full~~Board, manage the investment ~~discretion~~operations of each Fund and ~~will make all determinations with respect to~~ the composition of each Fund’s assets, ofincluding the ~~Fund assigned to it.~~purchase, retention and disposition thereof. In this regard, RIMCo will, among other things, provide ~~oversight~~supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information included as part of the ~~Money Managers~~Trust’s registration statement filed with the SEC, and ~~recommendations~~determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the ~~Board~~assets of each Fund will be invested or held uninvested as ~~to the hiring and termination of Money Managers. RIMCo will also have full investment discretion to make determinations with respect to investment of Fund assets not assigned to a Money Manager.~~cash. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will also provide certain information for the preparation of registration statements, reports, and other documents required by federal and state securities laws.

As noted above, the Post-Transaction Agreement, unlike the Existing Agreement, does not include historical references to administrative services that are no longer provided under the Existing Agreement. Because these services are not being provided under the Existing Agreement, this difference will result in no difference in the actual services being provided to the Funds by RIMCo under the Existing and Post-Transaction Agreements.

~~Use of FRC Research.~~The Post-Transaction Agreement, like the Existing Agreement, contains various details, in addition to those set forth above, regarding the services to be performed by RIMCo.

Delegation. Under the Post-Transaction Agreement, as under the Existing Agreement, RIMCo may, subject to Board approval, delegate some or all of its duties and obligations under the agreement to one or more investment sub-advisers (or “money managers”). In RIMCo’s sole discretion, any such money manager (i) may have full or partial investment discretion and may make all determinations with respect to the investment of a Fund’s assets assigned to the money manager and the purchase and sale of portfolio securities and other instruments with those assets, and such steps as may be necessary to implement its decision; or (ii) may be engaged to provide advice on a non-discretionary basis to RIMCo for use in making investment decisions for a Fund.

To the extent RIMCo determines to delegate some or all of its duties and obligations under the Post-Transaction Agreement to one or more discretionary or non-discretionary money managers, as under the Existing Agreement, RIMCo will provide oversight of the money managers and recommendations to the Board as to the hiring and termination of money managers.

Use of Affiliate Research. The Post-Transaction Agreement authorizes RIMCo to utilize ~~(and expects that RIMCo will use)~~ the research and other resources of ~~FRC (its corporate parent), or any predecessor organization,~~its affiliates in providing its advisory ~~services. Neither~~services at no cost to RIMCo ~~nor~~or the Trust. This differs from the Existing Agreement, which specifically contemplates the utilization of research and other resources of FRC, RIMCo’s existing parent company. In recognition of FRC’s provision of such services at no cost to the Trust, FRC has signed the Existing Agreement. As RIMCo will no longer be affiliated with FRC following the Transaction, the provision no longer references FRC and FRC will not sign the Post-Transaction Agreement. Notwithstanding the foregoing, the Transaction is ~~obligated~~not expected to ~~pay~~have a material impact on the research and other resources available to RIMCo in providing advisory services to the Funds. Prior to the Transaction’s consummation, FRC transferred its asset management functions and asset management-related support functions, including the provision of research and other services, to RIMCo and/or a RIMCo affiliate. As a result, following the Transaction, the same resources currently available to those officers, employees, and investment professionals of RIMCo and its affiliates in providing investment advisory services to the Funds are expected to continue to be available to those persons. The Transaction is not intended to, and is not expected to, result in any ~~fee~~change in the investment research process currently employed by, or the level or nature of research and other asset management-related support services available to, ~~FRC for these services.~~RIMCo and its affiliates.

Execution and Allocation of Portfolio Brokerage ~~Commissions~~Commissions.. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo ~~(or the Money Managers)~~ will, ~~place~~as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by RIMCo as able to provide “best execution” of such orders for the ~~execution~~Funds. Whenever RIMCo places orders, or directs the placement of orders, for the purchase or sale of portfolio securities or other instruments on behalf of each Fund, in selecting brokers or dealers to execute such orders, RIMCo may consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance RIMCo’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the ~~Funds’ portfolio transactions. The primary objective when placing such orders will be to obtain the best net price and execution for the Trust, but this requirement is not deemed to obligate~~Securities Exchange Act of 1934, as amended, that RIMCo ~~or a Money Manager to place an order solely on the basis of obtaining the lowest commission rate if the other standards set forth in the provision are met. In this regard, orders~~ may ~~be placed with~~use a broker ~~who charges a commission for~~whose commissions on transactions may exceed the ~~transaction which is in excess of the amount of the commission~~commissions that another broker would have charged for effecting the ~~transaction,~~transactions, provided that RIMCo determines in good faith that the ~~excess~~amount of commission ischarged was reasonable in relation to the value of brokerage ~~and~~and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or RIMCo’s overall responsibilities to RIMCo’s discretionary accounts. RIMCo will only execute portfolio transactions with a broker

~~provided by~~or dealer that ~~broker.~~is an “affiliated person” of RIMCo pursuant to the Trust’s Board-approved17e-1 Policies and Procedures for Affiliated Brokerage Transactions.

Under the ~~Money Managers are~~Post-Transaction Agreement, like under the Existing Agreement, RIMCo is permitted to ~~use an affiliate of~~aggregate transactions with other accounts managed by RIMCo to ~~execute brokerage commissions when~~obtain best execution. RIMCo must allocate securities or ~~a Money Manager has determined that~~other instruments purchased/sold, and related expenses, in the ~~Trust will receive competitive execution, price,~~manner it considers to be most equitable and ~~commissions.~~consistent with its fiduciary obligations to such Fund and to such other accounts.

Expenses of the Trust. Under the Post-Transaction Agreement, like under the Existing Agreement, the Trust will pay all its expenses other than those expressly assumed by RIMCo. The Post-Transaction Agreement, like the Existing Agreement,contains a non-exhaustive list of expenses to be paid by the Trust. The expenses to be paid by the Trust, as set forth in the Post-Transaction Agreement (and as is set forth in the Existing Agreement), include fees for the services of the Money Managers. Notwithstanding this provision, elsewhere in the Post-Transaction Agreement (as in the Existing Agreement) RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust.ThePost-Transaction Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement.

The costs associated with the Transaction, including the costs associated with calling this Special Meeting and the solicitation of proxies to be voted at the Special Meeting, are not being borne by the Funds, but are being borne by FRC and/or its affiliates and LSEG.

Activities of RIMCo and its ~~Affiliates~~Affiliates.. Under the Post-Transaction Agreement, as under the Existing Agreement, the services of RIMCo ~~and its affiliated corporations to the Trust~~ are not ~~to be~~ deemed exclusive and RIMCo ~~and any affiliates are~~is free to render similar services to ~~others.~~others (including other investment companies) so long as its services under the agreement are not impaired thereby. Under the Post-Transaction Agreement, ~~RIMCo~~in connection with its rights and ~~its affiliated corporations~~duties with respect to the Trust, RIMCo will continue to use the same skill and care in the management of the ~~Funds~~Funds’ portfolios as ~~they use~~it uses in the ~~administration~~management of other accounts to which ~~they provide asset management consulting and manager selection~~it provides investment advisory services, but ~~are~~will not be obligated to give the Trust more favorable or preferential treatment vis-a-vis ~~their~~its other clients.

Under the Post-Transaction Agreement, as under the Existing Agreement, the Trust expressly recognizes that Russell Investment Company is a client of RIMCo and that Russell Trust Company, a corporation affiliated with RIMCo, is also a client of a corporation affiliated with RIMCo and each of Russell Investment Company and Russell Trust Company receives substantially the same portfolio structuring and money manager selection services from the affiliate as does the Trust.

Under the Post-Transaction Agreement, as under the Existing Agreement, it is understood that Trustees, officers, agents, and shareholders of the Trust are or may be interested in RIMCo or its affiliates as directors, agents, or stockholders of RIMCo or its affiliates are or may be interested in the Trust as Trustees, officers, agents, shareholders, or otherwise; that RIMCo or its affiliates may be interested in the Trust as shareholders or otherwise; and that the effect of any such interests will be governed by the Trust’s governing documents and the 1940 Act.

Compensation of RIMCo. The Post-Transaction Agreement, like the Existing Agreement, provides that, as compensation for the services provided and expenses assumed by RIMCo under the agreement, the Trust will ~~receive from~~arrange for each Fund to pay RIMCo at the end of each calendar month an advisory fee computed daily at an annual ~~management fee, accrued daily at~~rate equal to the ~~rate~~amount of ~~1/365~~^th ~~of the applicable management fee and payable following the last day of each month, of a specified annual percentage of each Fund’s~~ average daily net assets ~~during the month (see~~listed inExhibit CA to this Proxy ~~Statement for these management fee rates).~~Statement. The Post-Transaction Agreement contains various details regarding calculation of the advisory fee.

The Post-Transaction Agreement does not change any Fund’s advisory fee ~~rate~~rate..

The aggregate amount of advisory fees incurred by each Fund for its most recently completed fiscal year are set forth inExhibit DB to this Proxy Statement.

Liabilities of RIMCo. The Post-Transaction Agreement, like the Existing Agreement, provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any ~~security.~~security or other instrument. Under

the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will not be responsible or liable for the investment merits of any decision or recommendation by a ~~Money Manager~~money manager to purchase, hold, or sell a security or other instrument for a ~~Fund’s portfolio.~~Fund.

Renewal and ~~Termination~~Termination.. The Post-Transaction Agreement will become effective upon consummation of the Transaction and will continue in effect as to each Fund for an initial two-year period. Following that period, as in the case of the Existing Agreement, the Post-Transaction Agreement is renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement.

Additionally, the Post-Transaction Agreement, like the Existing Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Board or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to RIMCo; (ii) will immediately terminate in the event of its assignment; and (iii) may be terminated by RIMCo on 60 days’ written notice to the Trust.

~~Similar to~~Unlike the Existing Agreement, ~~under~~ the Post-Transaction Agreement will not contain a provision that requires a shareholder vote to continue the agreement in the event that ~~FRC elects~~the Trust’s right to ~~withdraw the~~ use of the name “Frank Russell” (or ~~any~~a derivative thereof) ~~from~~is withdrawn by FRC. Following the Transaction, pursuant to a license agreement between FRC, Emerald Acquisition and certain Transferred Subsidiaries, FRC will grant Emerald Acquisition (and, through a sub-license, will grant RIMCo and the Funds) a non-exclusive, perpetual license, subject to certain restrictions and limitations, to use the name “Russell Investments.” The use of the name “Russell” on its own will not be permitted by such license following the first anniversary of the consummation of the Transaction. Accordingly, the Post-Transaction Agreement will specify that the (i) the Trust ~~(to which it~~ has been granted non-exclusive use of the name “Russell Investments,” subject to certain restrictions and limitations, and (ii) the Trust’s right to use the name may be withdrawn.

Amendment. The Post-Transaction Agreement, like the Existing Agreement, may be amended by mutual consent, and the consent of the Trust must be approved by vote of a majority of those Trustees of the Trust who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any such ~~name~~party, cast in person at a meeting called for the purpose of voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the SEC and its staff, by vote of a majority of the outstanding shares (as defined with respect to voting securities by the 1940 Act) representing the interests in each Fund affected by such amendment.

Choice of Law. The Post-Transaction Agreement, like the Existing Agreement, will be construed in accordance with applicable federal law and the laws of the State of Washington.

Confidentiality. Under the Post-Transaction Agreement, as under the ~~agreement),~~Existing Agreement, RIMCo will treat information about each Fund as confidential and proprietary and, without approval from the Fund, will not use information about and records relating to the Fund for any purpose other than the performance of its duties and responsibilities under the agreement.

No Third-Party Beneficiaries. The Post-Transaction Agreement clarifies that the Trust ~~will submit~~is the ~~question~~sole beneficiary of ~~continuing~~RIMCo’s services under the agreement and that the agreement is not intended to benefit any third party, including, without limitation, any beneficial owner of shares of the Trust. Although the Existing Agreement does not contain such a ~~vote~~provision, the inclusion of ~~shareholders.~~this provision is consistent with the intent of the parties to the Existing Agreement and the Post-Transaction Agreement.

RIMCo and the Funds are unaware of any Trustee having any material interest, direct or indirect, in any material transactions since the beginning of the most recently completed fiscal year, or in any material proposed transactions, to which RIMCo, FRC, ~~Northwestern Mutual,~~ LSEG, TA Associates, Reverence Capital, the TA Funds, the Reverence Capital Funds or any subsidiary of RIMCo, ~~FRC, Northwestern Mutual,~~LSEG, TA Associates, Reverence Capital, the TA Funds or ~~LSEG~~the Reverence Capital Funds was or is to be a party, except as follows: Sandra Cavanaugh, Interested Trustee, President, and Chief Executive Officer of the Trust, may be deemed to have such an interest, and a substantial interest in the approval of the Post-Transaction Agreement, through her compensation arrangements with ~~FRC.~~RIMCo and/or its affiliates.

If the shareholders of a particular Fund do not approve the Post-Transaction Agreement with respect to that Fund and the Transaction is consummated, the Trustees will consider what ~~further action to take consistent with their fiduciary duties to that Fund.~~actions, if any, are available, necessary, appropriate and in the best interests of the Fund and its shareholders. Such action ~~will~~may initially include obtaining for the Fund interim investment advisory services (at no more than the current fee rate for up to 150 days following the Transaction) from RIMCo. In the event the Transaction is not consummated, RIMCo will continue to serve as investment adviser of the Funds pursuant to the terms of the Existing ~~Agreement, unless the New Agreement is approved for a Fund in accordance with Proposal 2, in which case the New Agreement will go into effect for that Fund.~~Agreement.

For additional information concerning the ownership structure, affiliations, and certain other matters pertaining to RIMCo currently and as will be in effect upon the consummation of the Transaction, seeExhibit FC.

Section 15(f) of the 1940 Act provides to an investment adviser that receives compensation or other benefit in connection with the sale of its business involving a registered investment company a non-exclusive safe harbor from claims that the transfer of its advisory relationship constituted sale of the investment adviser’s “fiduciary office” in violation of its fiduciary duty. The application of the safe harbor is subject to two conditions. First, for a period of three years after the transaction, at least 75% of the investment company’s board of trustees must not be “interested persons” (as defined in the 1940 Act) of the new or former investment adviser. Second, there may not be imposed an “unfair burden” on the investment company as a result of such transaction, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after a change of control transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services),

or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

~~LSEG has~~RIMCo and Emerald Acquisition have provided assurances to the Board that neither the LSEG Transaction nor the Transaction, taken alone or together, has imposed an unfair burden on the Funds within the meaning of Section 15(f) of the 1940 Act and that for a period of two years following the effective date of the Post-Transaction Agreement, itthey will use reasonable best efforts not to engage in activities that would impose such an “unfair burden” on the ~~Funds within the meaning of Section 15(f) of the 1940 Act.~~Funds.

As provided under the 1940 Act, approval of the Post-Transaction Agreement with respect to a Fund will require the vote of a majority of the outstanding voting securities of that Fund. In accordance with the 1940 Act and as used in this ~~Proposal 1,~~proposal, a “majority of the outstanding voting securities” of a Fund means the vote of the lesser of (a) 67% or more of the voting securities of the Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund. The approval of the Post-Transaction Agreement with respect to any one Fund is not contingent upon the approval by any other Fund.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THE POST-TRANSACTION AGREEMENT WITH RIMCO.

The New Agreement does not change any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio. In addition, LSEG, like FRC, places significant importance on the retention of key talent in the organization, and the personnel currently responsible for managing the Funds are therefore not expected to change as a result of approval of the New Agreement (although such changes may occur in the normal course of business).

RIMCo provides or oversees the provision of all investment advisory and portfolio management services for the Funds, including designing and constructing the investment program for each Fund and managing each Fund’s overall portfolio characteristics. Except for the Funds of Funds, the Funds are multi-manager funds. After design and construction, RIMCo selects, subject to the approval of the Funds’ Board of Trustees, and allocates most Fund assets among multiple discretionary money managers. RIMCo oversees and evaluates the performance results of the Funds’ money managers. The Funds’ discretionary money managers select the individual portfolio securities for the portions of the Fund assigned to them. Certain money managers may also have non-discretionary asset management assignments pursuant to which they

provide a model portfolio to RIMCo representing their investment recommendations, based upon which RIMCo purchases and sells securities for the Fund. Money managers are unaffiliated with RIMCo. RIMCo manages the portion of each Fund’s assets that RIMCo determines not to allocate to the discretionary money managers. Assets not allocated to discretionary money managers include assets managed by RIMCo based upon model portfolios provided by non-discretionary money managers, a Fund’s liquidity reserves, and assets that may be managed directly by RIMCo to effect a Fund’s investment objective and/or to modify the Fund’s overall portfolio characteristics to seek to achieve the desired risk/return profile for the Fund. RIMCo may also manage portions of a Fund during transitions between money managers. As discussed in greater detail below, the multi-manager Funds will continue to utilize multiple managers through the use of both discretionary and non-discretionary money managers if the New Agreement is approved.

Shareholders of each Fund are being asked to approve the New Agreement, which updates the terms of the Fund’s Existing Agreement to provide RIMCo with greater flexibility in managing the Fund and to reflect current industry practices. The most significant difference between the New Agreement and the Existing Agreement for each Fund is that the New Agreement, unlike the Existing Agreement, expressly permits RIMCo to manage a Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment management responsibilities in the event it directly manages a Fund’s assets. While the use of non-discretionary money managers is permitted under the Existing Agreement, the agreement has been interpreted to limit the ability of RIMCo to manage a Fund’s entire portfolio by implementing recommendations from non-discretionary money managers. The New Agreement expressly addresses RIMCo’s overall investment management responsibilities, including the delegation of such management to money managers with discretionary authority, the implementation of recommendations from money managers with non-discretionary authority, direct management of all of a Fund’s assets by RIMCo, or any combination thereof. By permitting the use of non-discretionary money managers with respect to a Fund’s entire portfolio and expressly addressing direct management by RIMCo, the New Agreement enhances RIMCo’s ability to determine how best to manage a Fund’s assets.

The use of non-discretionary money managers and direct management of Fund assets by RIMCo allow RIMCo the flexibility to more efficiently and effectively manage Fund assets consistent with a Fund’s investment objective. This flexibility allows RIMCo to create a more customized investment management program for a Fund, depending on the particular characteristics and objectives of that Fund. RIMCo believes that this investment approach enhances its ability to meet a Fund’s investment objective. Additionally, in the case of certain Funds, the more extensive use of~~non-discretionary~~ ~~money managers may provide the opportunity to better manage transaction costs and the tax impact associated with trading of portfolio~~

securities. In connection with the use of non-discretionary money managers, fees paid by RIMCo to non-discretionary money managers from the investment advisory fee that RIMCo receives from a Fund may be less than fees that would be paid to discretionary money managers.

Each of the multi-manager Funds will continue to utilize multiple managers through the use of both discretionary and non-discretionary money managers. If in the future RIMCo determines to change the “multi-manager” approach of any of the existing Funds, RIMCo will discuss such change with the Board and seek any Board approval determined appropriate by RIMCo. In addition, if this were to occur, shareholders would be notified of a change to a Fund’s multi-manager approach in advance of such change.

RIMCo currently allocates the assets of the Funds of Funds among various underlying funds (the “Underlying Funds”). The Underlying Funds are series of the Trust and, for the most part, are affiliated multi-manager funds. Therefore, although RIMCo manages the assets of the Funds of Funds directly, it does so by investing in a combination of the Underlying Funds. While RIMCo does not currently invest any of the Funds of Funds’ assets directly in securities or other instruments (other than shares of the Underlying Funds), the Existing Agreement permits RIMCo—and RIMCo may determine in the future—to invest a portion of a Fund of Funds’ assets in securities or other instruments other than the Underlying Funds. Approval of the New Agreement for the Funds of Funds will provide RIMCo with further flexibility to make such changes to the Funds of Funds in the future.

Each of the Funds of Funds will continue to operate as a fund of funds through its investment in the Underlying Funds. If in the future RIMCo determines to change a Fund of Funds’ investment strategy such that it no longer invests to a significant degree in the Underlying Funds or other funds, RIMCo will discuss such change with the Board and seek any Board approval determined appropriate by RIMCo.

The Board considered approval of the New Agreement at the in-person Transaction Board Meetings. In preparation for its evaluation of the New Agreement, the Board reviewed information from RIMCo regarding the New Agreement (the “New Agreement Evaluation Information”) at the Post-Transaction Agreement Information Review Meeting. At the Post-Transaction Agreement Information Review Meeting, the Independent Trustees met first with representatives of RIMCo and Fund

Management and then in a private session with Independent Counsel, at which no representatives of RIMCo or Fund management were present, to review the New Agreement Evaluation Information. (Capitalized terms used in this section but not defined herein have the meanings set forth in~~Exhibit G~~.)

The Independent Trustees considered approval of the New Agreement at the Post-Transaction Agreement Evaluation Meeting. The Board, including the Independent Trustees, first met with representatives of RIMCo and Fund management to discuss the New Agreement Evaluation Information. Prior to voting on approval of the New Agreement, the Independent Trustees met in a private session with Independent Counsel, at which no representatives of RIMCo or Fund management were present, to review additional New Agreement Evaluation Information received prior to and at the Post-Transaction Agreement Evaluation Meeting. The discussion reflects all of these reviews.

~~Presentations made by RIMCo at the Transaction Board Meetings regarding the New Agreement encompassed all of the Funds.~~

~~In evaluating the New Agreement, the Board considered all factors it believed relevant in exercising its business judgment, including the following:~~

~~(5)~~

~~the New Agreement will not change any Fund’s investment objective nor will it change any Fund’s Advisory Fee rate or total expense ratio;~~

In their deliberations, the Trustees did not identify any particular information as to the New Agreement that was all-important or controlling and each Trustee attributed different weights to the various factors considered. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made in respect of each Fund. After careful consideration of the above and all other factors considered to be relevant by the Board, the Board believed that approval of the New Agreement would be in the best interests of each Fund and its shareholders. The Independent Trustees were represented by Independent Counsel throughout the process of evaluating the New Agreement.

~~Terms of the New Agreement and Material Differences from the Existing and Post-Transaction Agreements~~

This section summarizes the terms of the New Agreement and the corresponding provisions of the Existing Agreement and Post-Transaction Agreement and provides an analysis of the differences between the provisions. The terms of the Existing Agreement and Post-Transaction Agreement are the same, in all material respects, and therefore are consolidated for purposes of this section. The Existing Agreement and Post-Transaction Agreement are together referred to as the “Other Agreements.”

The following summary of the New Agreement and comparison between the New Agreement and the Other Agreements are qualified by reference to the representative forms of the New Agreement and Post-Transaction Agreement attached to this Proxy Statement as Exhibit B and Exhibit A, respectively. The section number of each provision discussed below is set forth in parentheses following the summary of that provision.

~~The New Agreement does not change any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio.~~


~~Discussion~~

The discussion of advisory and other services RIMCo provides to the Funds is substantially more detailed in the New Agreement than in the Other Agreements. As a practical matter, however, RIMCo is already providing to the Funds the services that are set forth in the New Agreement. Accordingly, the New Agreement represents a more accurate documentation of the services provided by RIMCo, rather than a change in the services to be provided (however, see below for differences as they relate to delegation of services). The New Agreement, unlike the Other Agreements, refers to “other instruments” (in addition to securities) in a number of places. Because “securities” is a defined term in the 1940 Act, the New Agreement refers to “other instruments” to make clear that all instruments are covered by the relevant provision, regardless of whether they fall within the definition of a “security” under the 1940 Act. Notwithstanding the absence of such language, the Existing Agreement has historically been interpreted to cover the management of such other instruments, and the Post-Transaction Agreement will be similarly interpreted.

~~Delegation~~

~~Other Agreements~~ ~~See above under “Advisory and Other Services.”~~ ~~(Section 2)~~		~~New Agreement~~ RIMCo may, subject to Board approval, delegate some or all of its duties and obligations under the agreement to one or more investment sub-advisers (“Money Managers”). In RIMCo’s sole discretion, any such Money Manager (i) may have full or partial investment discretion and may make all determinations with respect to the investment of a Fund’s assets assigned to the Money Manager and the purchase and sale of portfolio securities and other instruments with those assets, and such steps as may be necessary to implement its decision; or (ii) may be engaged to provide advice on a non-discretionary basis to RIMCo for use in making investment decisions for a Fund.

		~~To the extent RIMCo determines to delegate some or all of its duties and obligations under the New Agreement to one or more discretionary or~~



		~~non-discretionary~~ ~~Money Managers, RIMCo will provide oversight of the Money Managers and recommendations to the Board as to the hiring and termination of Money Managers.~~ ~~(Section 2(e))~~

~~Discussion~~

As described above, the most significant difference between the New Agreement and the Other Agreements is that the New Agreement, unlike the Other Agreements, expressly permits RIMCo to manage a Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment management responsibilities in the event it directly manages a Fund’s assets. While the use of non-discretionary money managers is permitted under the Existing Agreement (and RIMCo currently uses such managers in certain instances), the agreement has been interpreted to limit the ability of RIMCo to manage a Fund’s entire portfolio by implementing recommendations from non-discretionary money managers. The New Agreement expressly addresses RIMCo’s overall investment management responsibilities, including the delegation of such management to money managers with discretionary authority, the implementation of recommendations from money managers with non-discretionary authority, direct management of all of a Fund’s assets by RIMCo, or any combination thereof.

~~Use of FRC Research~~

~~Other Agreements~~ RIMCo is authorized (and expected to utilize) the research and other resources of FRC (its corporate parent), or any predecessor organization, in providing its advisory services. Neither RIMCo nor the Trust is obligated to pay any fee to FRC for these services. ~~(Section 2(C))~~		~~New Agreement~~ RIMCo is authorized to utilize the research and other resources of FRC (its corporate parent), its subsidiaries (as may be permitted by applicable laws or regulations) or any predecessor or successor organization of the foregoing entities, in providing its advisory services. Neither RIMCo nor the Trust is obligated to pay any fee to FRC for these services. ~~(Section 2(h))~~



~~Discussion~~

These provisions are substantially similar. While the Other Agreements specify that it is expected that RIMCo will use the research and other resources of FRC and the New Agreement does not, the relevant provisions permit the use of such resources and specify that the Trust and RIMCo are not required to pay a fee for these services.

~~Execution and Allocation of Portfolio Brokerage Commissions~~

~~Other Agreements~~ RIMCo (or the Money Managers) will place orders for the execution of the Funds’ portfolio transactions. The primary objective when placing such orders will be to obtain the best net price and execution for the Trust, but this requirement is not deemed to obligate RIMCo or a Money Manager to place an order solely on the basis of obtaining the lowest commission rate if the other standards set forth in the provision are met. In this regard, orders may be placed with a broker who charges a commission for the transaction which is in excess of the amount of the commission that another broker would have charged for effecting the transaction, provided that the excess commission is reasonable in relation to the value of brokerage and research services provided by that broker. RIMCo and the Money Managers are permitted to use an affiliate of RIMCo to execute brokerage commissions when RIMCo or a Money Manager has determined that the Trust will receive competitive execution, price, and commissions. ~~(Section 3)~~		~~New Agreement~~ RIMCo will, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by RIMCo as able to provide “best execution” of such orders for the Funds. Whenever RIMCo places orders, or directs the placement of orders, for the purchase or sale of portfolio securities or other instruments on behalf of each Fund, in selecting brokers or dealers to execute such orders, RIMCo is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance RIMCo’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that RIMCo may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that RIMCo determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or RIMCo’s overall


		responsibilities to RIMCo’s discretionary accounts. RIMCo will only execute portfolio transactions with a broker or dealer that is an “affiliated person” of RIMCo pursuant to the Trust’s Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. RIMCo is permitted to aggregate transactions with other accounts managed by RIMCo to obtain best execution. RIMCo must allocate instruments purchased/sold, and related expenses, in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts. ~~(Section 2(a)(iv)-(v))~~

~~Discussion~~

Although the text of the provisions relating to execution of portfolio transactions differs between the New Agreement and the Other Agreements, the provisions are functionally the same given that they both (i) require RIMCo to seek best execution when executing portfolio transactions, but permit RIMCo to use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that RIMCo determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services provided by such broker; and (ii) permit the use of affiliated brokers to the extent consistent with the 1940 Act and rules thereunder. While the New Agreement, unlike the Other Agreements, expressly contemplates the aggregation of portfolio transactions, the Other Agreements are interpreted to permit such aggregation to the extent consistent with RIMCo’s fiduciary duties to the Funds.

~~Expenses of the Trust~~

~~Other Agreements~~ ~~The Trust will pay all its expenses other than those expressly assumed by RIMCo. The Post-Transaction Agreement contains a non-exhaustive list of expenses to be~~		~~New Agreement~~ ~~The Trust will pay all its expenses other than those expressly assumed by RIMCo. The New Agreement contains a non-exhaustive list of expenses to be~~


paid by the Trust. The expenses to be paid by the Trust, as set forth in the Post-Transaction Agreement, include fees for the services of the Money Managers. Notwithstanding this provision, elsewhere in the Post-Transaction Agreement RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust. ~~(Section 4)~~		paid by the Trust. Elsewhere in the New Agreement, RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust, and fees for the services of the Money Managers are not listed as an expense to be borne by the Trust. ~~(Section 3)~~

~~Discussion~~

~~The New Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement, or than they would bear under the Post-Transaction Agreement.~~ Under the New Agreement, like under the Other Agreements, the Trust will pay all its expenses other than those expressly assumed by RIMCo. The New Agreement, unlike the Other Agreements: (i) does not specify that the Trust will pay fees for the services of money managers; (ii) does not specify that the Trust will pay expenses of obtaining Portfolio Activity Reports and Analyses of International Management Reports for each Fund; and (iii) specifies that the Trust may pay brokerage fees and commissions in connection with the purchase and sale of instruments or currency (in addition to securities) for the Trust. Notwithstanding these differences, there are no differences between the expenses currently borne by the Trust and those that the New Agreement provides for, given that (i) RIMCo currently pays the fees for the services of money managers as a fiduciary for the Trust and (ii) the list of expenses is not deemed to be exclusive, with the result that the Trust may pay fees and commissions in connection with the purchase and sale of instruments or currency under the Other Agreements, as is explicitly contemplated by the New Agreement.

~~Activities of RIMCo and its Affiliates~~

~~Other Agreements~~ The services of RIMCo and its affiliated corporations to the Trust are not to be deemed exclusive, and RIMCo and any affiliates are free to render similar services to others. RIMCo and its affiliated corporations will use the same skill and care in the management of the Funds as they use in the administration of other accounts to which they provide asset management consulting and manager selection services, but are not obligated to		~~New Agreement~~ The services of RIMCo are not deemed exclusive and RIMCo is free to render similar services to others (including other investment companies) so long as its services under the agreement are not impaired thereby. In connection with its rights and duties with respect to the Trust, RIMCo will use the same skill and care in the management of the Funds’ portfolios as it uses in the management of other accounts to


~~give the Trust more favorable or preferential treatment vis-a-vis their other clients.~~ The Trust expressly recognizes that Russell Investment Company is a client of RIMCo and that Russell Trust Company, a corporation affiliated with RIMCo, is also a client of a corporation affiliated with RIMCo and each of Russell Investment Company and Russell Trust Company receives substantially the same portfolio structuring and money manager selection services from the affiliate as does the Trust. It is understood that Trustees, officers, agents, and shareholders of the Trust are or may be interested in RIMCo or its affiliates as directors, agents, or stockholders of RIMCo or its affiliates are or may be interested in the Trust as Trustees, officers, agents, shareholders, or otherwise; that RIMCo or its affiliates may be interested in the Trust as shareholders or otherwise; and that the effect of any such interests will be governed by the Trust’s governing documents and the 1940 Act. ~~(Section 5)~~		~~which it provides investment advisory services, but will not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients.~~ ~~(Section 2(b)(i), 2(g))~~

~~Discussion~~

The provisions of the New Agreement relating to other activities of RIMCo and its affiliates are similar to those included in the Other Agreements, but the provision of the New Agreement does not reach RIMCo’s affiliates and does not explicitly mention Russell Investment Company or Russell Trust Company. Given that RIMCo’s affiliates are not parties to the agreement (except, in the case of FRC, with respect to the provision of certain consulting services without charge), the New Agreement is not considered to limit in any way the ability of RIMCo’s affiliates to provide services to others. In addition, as the provision already specifies that the services are not deemed to be exclusive, it is not considered necessary to specify any particular other clients (e.g., Russell Investment Company, Russell Trust Company). ~~Although the provision of the Other Agreements summarized in the third paragraph of the Post-Transaction Agreements column is not included in the New Agreement,~~


~~the effect of any interests covered by this provision will continue to be governed by the Trust’s governing documents and the 1940 Act.~~

~~Compensation of RIMCo~~

~~Other Agreements~~ RIMCo will receive from each Fund an annual management fee, accrued daily at the rate of 1/365th of the applicable management fee and payable following the last day of each month, of a specified annual percentage of each Fund’s average daily net assets during the month (see~~Exhibit C~~ ~~to this Proxy Statement for these management fee rates).~~ ~~(Section 6)~~		~~New Agreement~~ As compensation for the services provided and expenses assumed by RIMCo under the agreement, the Trust will arrange for each Fund to pay RIMCo at the end of each calendar month an advisory fee computed daily at an annual rate equal to the amount of average daily net assets listed in~~Exhibit C~~ ~~to this Proxy Statement. The New Agreement contains various details regarding calculation of the advisory fee.~~ ~~(Section 4)~~

~~Discussion~~

~~The New Agreement does not change any Fund’s advisory fee rate.~~The New Agreement, as compared to the Other Agreements, contains more detail regarding the process for advisory fee calculations. Notwithstanding this additional detail, there are no changes anticipated in the way in which the Funds’ advisory fees are calculated, as the discussion in the New Agreement reflects current practices.

~~Liabilities of RIMCo~~

~~Other Agreements~~ In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security. RIMCo will also not be responsible or liable for the investment merits of any decision by a Money		~~New Agreement~~ In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument. RIMCo also will not be responsible or liable


~~Manager to purchase, hold, or sell a security for a Fund’s portfolio.~~ ~~(Sections 2(B)(1), 7)~~		~~for the investment merits of any decision or recommendation by a Money Manager to purchase, hold, or sell a security or other instrument for a Fund.~~ ~~(Sections 2(e), 6)~~

~~Discussion~~

The provision in the New Agreement differs from the Other Agreements in that it clarifies that RIMCo’s liability is limited with respect to losses in the purchase, holding, or sale of any other instrument (in addition to losses in the purchase, holding, or sale of a security). Likewise, the provision limiting RIMCo’s liability with respect to the investment merits of a decision by a money manager to purchase, hold, or sell a security is revised in the New Agreement to clarify that it applies to recommendations by a money manager (in addition to decisions) and other instruments (in addition to securities).

~~Renewal and Termination~~

~~Other Agreements~~ The Other Agreements are renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement. Additionally, the Other Agreements: (i) may at any time be terminated without the payment of any penalty either by vote of the Board or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to RIMCo; (ii) will immediately terminate in the event of their assignment; and (iii) may be terminated by RIMCo on 60 days’ written notice to the Trust.		~~New Agreement~~ ~~Same terms as the Other Agreements.~~ ~~(Sections 7, 8)~~


In the event that FRC elects to withdraw the use of the name “Frank Russell” (or any derivative thereof) from the Trust (to which it has granted the right to use such name under the agreement), the Trust will submit the question of continuing the agreement to a vote of shareholders. ~~(Sections 7, 10)~~

~~Discussion~~

~~The renewal and termination terms of the Other Agreements and the New Agreement are substantially the same.~~

~~Amendment~~

~~Other Agreements~~ ~~No relevant provision.~~		~~New Agreement~~ The New Agreement may be amended by mutual consent, and the consent of the Trust must be approved by vote of a majority of those Trustees of the Trust who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the SEC and its staff, by vote of a majority of the outstanding shares (as defined with respect to voting securities by the 1940 Act) representing the interests in each Fund affected by such amendment. ~~(Section 9)~~

~~Discussion~~

Unlike the Other Agreements, the New Agreement contains a provision expressly addressing amendment. Notwithstanding the absence of such a provision in the Existing Agreement, it has historically been interpreted to permit amendment as outlined in this provision, and the Post-Transaction Agreement would likewise be interpreted to permit such amendment.


~~Choice of Law~~

~~Other Agreements~~ ~~No relevant provision.~~		~~New Agreement~~ ~~The New Agreement will be construed in accordance with applicable federal law and the laws of the State of Washington.~~ ~~(Section 11)~~

~~Discussion~~

Unlike the Other Agreements, the New Agreement specifies that it will be construed in accordance with applicable federal law and the laws of the State of Washington. As the Trust is registered under the 1940 Act, the Other Agreements are construed in accordance with applicable federal law even in the absence of this provision. In addition, given that the principal place of business for the Trust and RIMCo is located in the State of Washington (and was at the time the Existing Agreement was entered into), a court would likely apply Washington law to the Other Agreements even in the absence of this provision.

~~Confidentiality~~

~~Other Agreements~~ ~~No relevant provision.~~		~~New Agreement~~ RIMCo will treat information about each Fund as confidential and proprietary and, without approval from the Fund, will not use information about and records relating to the Fund for any purpose other than the performance of its duties and responsibilities under the agreement. ~~(Section 2(f))~~

~~Discussion~~

Unlike the Other Agreements, the New Agreement contains a provision relating to confidentiality. In light of its fiduciary duties to the Funds, RIMCo is already obligated to keep information confidential and use it only in performance its responsibilities under the agreements, so this provision serves to make that obligation explicit.

If approved by shareholders, the New Agreement will become effective for a Fund upon the consummation of the Transaction (or at such time it is determined that the Transaction will not be consummated) and will have an initial period of two years.

Following that period, the New Agreement is renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement.

RIMCo and the Funds are unaware of any Trustee having any material interest, direct or indirect, in any material transactions since the beginning of the most recently completed fiscal year, or in any material proposed transactions, to which RIMCo, FRC, Northwestern Mutual, LSEG or any subsidiary of RIMCo, FRC, Northwestern Mutual, or LSEG was or is to be a party, except as follows: Sandra Cavanaugh, Interested Trustee, President, and Chief Executive Officer of the Trust, may be deemed to have such an interest, and a substantial interest in the approval of the New Agreement, through her compensation arrangements with FRC.

If the shareholders of a particular Fund do not approve the New Agreement with respect to that Fund, RIMCo will continue to serve as investment adviser of that Fund pursuant to the terms of the Post-Transaction Agreement (to the extent that the Post-Transaction Agreement is approved by shareholders and the Transaction is consummated) or the Existing Agreement (to the extent that the Transaction is not consummated).

As provided under the 1940 Act, approval of the New Agreement with respect to a Fund will require the vote of a majority of the outstanding voting securities of that Fund. In accordance with the 1940 Act and as used in this Proposal 2, a “majority of the outstanding voting securities” of a Fund means the vote of the lesser of (a) 67% or more of the voting securities of the Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund. The approval of the New Agreement with respect to any one Fund is not contingent upon the approval by any other Fund.

~~FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THE NEW ADVISORY AGREEMENT WITH RIMCO.~~


Name, Age, Address	Position(s) Held With Fund and Length of Time Served	Term of Office*	Principal Occupation(s) During the Past 5 Years	No. of Portfolios in Russell Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
Thaddas L. Alston Born April 7, 1945 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee since 2006 ~~• Chairman of the Investment Committee since 2010~~	~~• Appointed until successor is duly elected and qualified~~ • Appointed until successor is duly elected and qualified	• Senior Vice President, Larco Investments, Ltd. (real estate firm)	4950	~~None~~Until October 2015, Trustee, RET

Kristianne Blake Born January 22, 1954 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee since 2000 • Chairman since 2005	• Appointed until successor is duly elected and qualified • ~~Annual~~Approved annually	• Director and Chairman of the Audit Committee, Avista Corp. (electric utilities) • Regent, University of Washington • President, Kristianne Gates Blake, P.S. (accounting services) • Until June 30, 2014, Director, Ecova (total energy and sustainability management) • Until December 31, 2013, Trustee and Chairman of the Operations Committee, Principal Investors Funds and Principal Variable Contracts Funds (investment company)	4950	• Director, Avista Corp (electric utilities) • Until June 30, 2014, Director, Ecova (total energy and sustainability management) • Until December 31, 2013, Trustee, Principal Investors Funds (investment company) • Until December 31, 2013, Trustee, Principal Variable Contracts Funds (investment company) • From April 2004 through December 2012, Director, Laird Norton Wealth


Name, Age, Address	Position(s) Held With Fund and Length of Time Served	Term of Office*	Principal Occupation(s) During the Past 5 Years	No. of Portfolios in Russell Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
			~~Contracts Funds (investment company)~~ • From April 2004 through December 2012, Director, Laird Norton Wealth Management and Laird Norton Tyee Trust (investment company)		~~Director, Laird Norton Wealth~~ Management and Laird Norton Tyee Trust (investment company) • Until October 2015, Trustee, RET

Cheryl Burgermeister Born June 26, 1951 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee since 2012	• Appointed until successor is duly elected and qualified	• Retired • Trustee and Chairperson of Select Sector SPDR Funds (investment company) • Until December 31, 2014, Chairperson of Audit Committee, Select Sector SPDR Funds (investment company)	4950	• Trustee and Chairperson of ~~Audit Committee,~~ Select Sector SPDR Funds (investment company) • Trustee, ALPS Series Trust (investment company)

~~#Daniel P. Connealy~~ ~~Born June 6, 1946~~ ~~1301 Second Avenue,~~ 18^th ~~Floor, Seattle,~~ ~~WA 98101~~	• ~~Trustee since 2003~~	~~• Appointed until successor is duly elected and qualified~~	~~• Retired~~Until December 31, 2014, Chairperson of Audit Committee, Select Sector SPDR Funds (investment company) • ~~June 2004 to June 2014, Senior Vice President and Chief Financial Officer, Waddell & Reed Financial, Inc. (investment company)~~Until October 2015, Trustee, RET	49	~~None~~


Name, Age, Address	Position(s) Held With Fund and Length of Time Served	Term of Office*	Principal Occupation(s) During the Past 5 Years	No. of Portfolios in Russell Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
#Daniel P. Connealy Born June 6, 1946 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee since 2003 • Chairman of the Audit Committee since 2015	• Appointed until successor is duly elected and qualified • Appointed until successor is duly elected and qualified	• Retired • June 2004 to June 2014, Senior Vice President and Chief Financial Officer, Waddell & Reed Financial, Inc. (investment company)	50	• Until October 2015, Trustee, RET

Katherine W. Krysty Born December 3, 1951 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee since 2014	• Appointed until successor is duly elected and qualified	• Retired • January 2011 through March 2013, President Emerita, Laird Norton Wealth Management (investment company) ~~• April 2003 through December 2010, Chief Executive Officer of Laird Norton Wealth Management (investment company)~~	4950	• ~~None~~Until October 2015, Trustee, RET

Raymond P. Tennison, Jr. Born December 21, 1955 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee since 2000 • Chairman of the Nominating and Governance Committee since 2007	• Appointed until successor is duly elected and qualified • Appointed until successor is duly elected and qualified	• Retired • From January 2008 to December 2011, Vice Chairman of the Board, Simpson Investment Company (paper and forest products) ~~• Until November 2010, President, Simpson Investment Company and several additional subsidiary companies, including Simpson Timber Company, Simpson Paper Company and Simpson Tacoma Kraft Company~~	4950	• ~~None~~Until October 2015, Trustee, RET


Name, Age, Address	Position(s) Held With Fund and Length of Time Served	Term of Office*	Principal Occupation(s) During the Past 5 Years	No. of Portfolios in Russell Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
Jack R. Thompson Born March 21, 1949 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee since 2005 • Chairman of the ~~Audit~~Investment Committee since ~~2012~~2015	• Appointed until successor is duly elected and qualified • Appointed until successor is duly elected and qualified	• ~~September 2007 to September 2010, Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation (health products company)~~ ~~• September 2003 to September 2009, Independent Board Chair and Chairman of the Audit Committee, Sparx Asia Funds (investment company)~~Retired	4950	• ~~Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation until September 2010 (health products company)~~ ~~• Director, Sparx Asia Funds until 2009 (investment company)~~Until October 2015, Trustee, RET


Name, Age, Address	Position(s) Held With Fund and Length of Time Served ~~Served~~	Term of Office	Principal Occupation(s) During the Past 5 Years	No. of Portfolios in Russell Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Trustee Emeritus
George F. Russell, Jr. Born July 3, 1932 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• Trustee Emeritus and Chairman Emeritus since 1999	• Until resignation or removal	• Director Emeritus, ~~Frank Russell Company (investment consultant to institutional investors (“FRC”)) and~~ RIMCo • Chairman Emeritus, RIC and ~~RIF,~~RIF; and Russell ~~Implementation Services Inc. (broker-dealer and investment adviser (“RIS”)), Russell~~ 20-20 Association (non-profit corporation)~~, and Russell Trust Company (non-depository trust company (“RTC”))~~ ~~• Chairman, Sunshine Management Services, LLC (investment adviser)~~	4950	• None


~~Name, Age, Address~~	~~Position(s)~~ ~~Held With~~ ~~Fund and~~ ~~Length of~~ ~~Time Served~~	~~Term of~~ ~~Office~~	~~Principal~~ ~~Occupation(s)~~ ~~During the~~ ~~Past 5 Years~~
*Sandra Cavanaugh Born May 10, 1954 1301 Second Avenue, 18^th Floor, Seattle, WA 98101	• President and Chief Executive Officer since 2010	• Until successor is chosen and qualified by Trustees	• CEO, U.S. Private Client Services, Russell Investments • President and CEO, RIC ~~RIF~~ and ~~RET~~RIF • Chairman of the Board, Co-President and CEO, RFS

			• Chairman of the Board, President and CEO, RFSC • Director, RIMCo • Chairman of the Board, President and CEO, RIA

~~• May 2009 to December 2009, Executive Vice President, Retail Channel, SunTrust Bank~~

~~• 2007 to January 2009, Senior Vice President, National Sales—Retail Distribution, JPMorgan Chase/Washington Mutual, Inc.~~

Name, Age, Address

Position(s)
Held With
Fund and
Length of
Time Served

Term of
Office

Principal
Occupation(s)
During the
Past 5 Years

Mary Beth R. Albaneze

Born April 25, 1969

1301 Second Avenue,

18^th Floor, Seattle,

WA 98101

• Secretary
since 2010

• Until successor is chosen and qualified by Trustees

• Associate General Counsel, Russell Investments

• Secretary, RIMCo, RFSC and RFS

• Secretary and Chief Legal Officer, RIC ~~RIF~~ and ~~RET~~RIF

• Assistant Secretary, RFS, RIA and U.S. One Inc.

~~• 1999~~

Russell Investments announced on February 9, 2016 that Ms. Cavanaugh has decided to ~~2010 Assistant Secretary, RIC~~retire at the end of June 2016. She will continue to lead the U.S. retail business and ~~RIF~~

help with a smooth transition as Russell Investments selects and names a successor. In addition, Ms. Cavanaugh will be available as necessary in a consulting capacity for as long as the rest of 2016 to assist with the leadership transition. Once Ms. Cavanaugh retires or her successor has been appointed and assumed his or her responsibilities, Ms. Cavanaugh may resign as a trustee of the Trust. This leadership change is not expected to have an adverse impact on any of the Funds.

Jeffrey T. Hussey is Chairman of the Board of Directors, President, and Chief Executive Officer of RIMCo; Sandra Cavanaugh and Mark E. Swanson are Directors

of RIMCo; Mary Beth R. Albaneze is Secretary of RIMCo; and Cheryl Wichers is employed by an affiliate of RIMCo. Each such individual may have an interest in RIMCo or a person controlling, controlled by or under common control with RIMCo through his or her compensation arrangements with the applicable entity.

Most of the Trust’s necessary day-to-day operations are performed by separate business organizations under contract to the Trust. The principal service providers include:

Investment Advisory Services. For a discussion of investment advisory services provided by RIMCo, please see ~~the discussion under Proposals 1 and 2.~~“Discussion of Proposal.”

On October 17, 2013, Fred McClure filed a derivative lawsuit against RIMCo on behalf of ten RIC funds: the Russell Commodity Strategies Fund, Russell Emerging Markets Fund, Russell Global Equity Fund, Russell Global Infrastructure Fund, Russell Global Opportunistic Credit Fund, Russell International Developed Markets Fund, Russell Multi-Strategy Alternative Fund, Russell Strategic Bond Fund, Russell U.S. Small Cap Equity Fund and Russell Global Real Estate Securities Fund. The lawsuit, which was filed in the United States District Court for the District of Massachusetts, seeks recovery under Section 36(b) of the 1940 Act for the funds’ alleged payment of excessive investment management fees to RIMCo. ~~Although this action was purportedly~~On December 8, 2014, Fred McClure filed a second derivative lawsuit in the United States District Court for the District of Massachusetts. This second suit involves the same ten funds, and the allegations are similar, although the second suit adds a claim alleging that RFSC charged the funds excessive administrative fees under Section 36(b). The plaintiff seeks on behalf of ~~these ten~~the funds ~~none of these ten funds are themselves a party to the suit. The plaintiffs seek~~ recovery of the amount of the allegedly excessive compensation or payments received from these ten funds and earnings that would have accrued to the plaintiff had that compensation not been paid or, alternatively, rescission of the contracts and restitution of all excessive fees ~~paid.~~paid, for a period commencing one year prior to the filing of the lawsuit through the date of the trial. RIMCo ~~intends to continue to~~and RFSC are vigorously ~~defend~~defending the ~~action.~~actions.

~~Administrator~~Administrator.. RFSC, with the assistance of RIMCo and ~~FRC,~~its affiliates, provides the Funds with office space, equipment and the personnel necessary to operate and ~~administerthe~~administer the Funds’ business and to supervise the provision of services by certain third parties such as the custodian. RFSC is a wholly-owned subsidiary of RIMCo.

Transfer and Dividend Disbursing ~~Agent~~Agent.. RFSC serves as transfer and dividend disbursing agent for the Trust. For this service, RFSC is paid a fee for transfer agency and dividend disbursing services provided to the Trust. RFSC retains a portion of this fee for its services provided to the Trust and pays the balance ~~tounaffiliated~~to unaffiliated agents who assist in providing these services. RFSC’s mailing address is 1301 Second Avenue, 18th Floor, Seattle, WA 98101.

Custodian and Portfolio Accountant. State Street serves as the custodian and fund accountant for the Trust. As custodian, State Street is responsible for the safekeeping of the Funds’ assets and the appointment of any subcustodian banks and clearing agencies. State Street also provides basic portfolio recordkeeping required for the Funds for regulatory and financial reporting purposes. The mailing address for State Street is One Iron Street, Boston, MA 02210.

~~Distributor~~Distributor.. RFS is a wholly-owned subsidiary of RIMCo and is the distributor of Trust shares. Its principal address is 1301 Second Avenue, 18th Floor, Seattle, WA 98101. RFS has entered into a distribution agreement (the “Distribution Agreement”)

with the Trust pursuant to which RFS distributes shares of the Funds. The Distribution Agreement will continue for two years from its effective date and is renewable annually thereafter. The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty as to the Funds: (i) by ~~theTrustees~~the Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Funds, on at least 60 days’ written notice to RFS. RFS may terminate the Distribution Agreement upon 60 days’ notice, and the Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). The Board has approved a new distribution agreement between the Trust and RFS to take effect following the Transaction.

Information about payments made to service providers that are affiliates of RIMCo (i.e., RFSC and RFS) during the most recently completed fiscal year of the Funds is included inExhibit FC. Following the Transaction, RFSC and RFS, like RIMCo, will be indirect wholly-owned subsidiaries of ~~LSEG.~~Emerald Acquisition. It is anticipated that these service providers will continue to provide the services described above if the Post-Transaction Agreement ~~and New Agreement are~~is approved by shareholders.

Beneficial Share Ownership. To the knowledge of the Trust, no person owned beneficially more than 5% of the outstanding shares of any ~~class of shares of any~~ Fund as of ~~June 30, 2014,~~[ ], except as listed inAppendix B.

Security Ownership of Officers and Trustees. ~~No officer or Trustee~~The Trustees, Chief Executive Officer and Chief Accounting Officer of the Trust ~~beneficially owned~~did not own any shares of the Funds as of ~~July 3, 2014.~~December 31, 2015.

The Trust is not aware of any matters that will be presented for action at the meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy or voting instruction card in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy, or in accordance with such instructions, the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of the Trust.

As permitted by law, only one copy of this Proxy Statement may be delivered to shareholders or Policy Owners residing at the same address, unless such shareholders or Policy Owners have notified the Trust of their desire to receive multiple copies of the reports and proxy statements the Trust sends. If you would like to receive an additional copy, please contact the Trust’s proxy solicitor at~~1-888-253-1478.~~ 1-844-700-1478. The

Trust will then promptly deliver a separate copy of the Proxy Statement to any shareholder or Policy Owner residing at an address to which only one copy was previously mailed. Policy Owners wishing to receive separate copies of the Trust’s reports and proxy statements in the future should contact their Insurance Company.

If a shareholder wishes to send a communication to the Board, or to a specified Trustee, the communication should be submitted in writing to the Secretary of the Trust at 1301 Second Avenue, 18th Floor, Seattle, WA 98101, who will forward such communication to the Trustees.

The Trust, as a Massachusetts business trust, is not required to hold annual shareholder meetings, but will hold special meetings as required or deemed desirable. Since the Trust does not hold regular meetings of shareholders, the anticipated date of the next shareholder meeting cannot be provided. Shareholders who wish to present a proposal for action at a future meeting should submit a written proposal to the Trust at 1301 Second Avenue, 18th Floor, Seattle, WA 98101 for inclusion in a future proxy statement. Shareholder proposals to be presented at any future meeting of the Trust must be received by the Trust in writing within a reasonable amount of time before the Trust solicits proxies for that meeting, in order to be considered for inclusion in the proxy materials for that meeting. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval.

Under certain unlikely circumstances, as is the case with any Massachusetts business trust, a shareholder of a Fund may be held personally liable for the obligations of the Fund. The Trust’s Amended and Restated Master Trust Agreement, as amended (the “Master Trust Agreement”), provides that shareholders shall not be subject to any personal liability for the acts or obligations of a Fund and that every written agreement, obligation or other undertaking of the Funds shall contain a provision to the effect that the shareholders are not personally liable thereunder. The Master Trust Agreement also provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of a Fund and satisfy any judgment thereon. Thus, the risk of any shareholder incurring financial loss beyond his investment on account of shareholder liability is limited to circumstances in which a Fund itself would be unable to meet its obligations.

The following general rules for signing proxy cards and voting instruction cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card(s) or voting instruction card(s) properly.

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY, NO MATTER HOW MANY SHARES YOU OWN.

~~THIS ADVISORY AGREEMENT~~ made this [ ] day of [ ], 2014 between RUSSELL INVESTMENT FUNDS, a Massachusetts business trust hereinafter called the “Trust” and RUSSELL INVESTMENT MANAGEMENT COMPANY, a Washington corporation hereinafter called the “Adviser.”

~~WHEREAS~~, the Trust has been organized by and at the expense of a company affiliated with RIMCo and operates as an investment company of the “series” type registered under the Investment Company Act of 1940 (“1940 Act”) for the purpose of investing and reinvesting its assets in portfolios of securities, each of which has distinct investment objectives and policies (each distinct portfolio being referred to herein as a “Sub-Trust”), as set forth more fully in its Amended and Restated Master Trust Agreement, its Bylaws and its Registration Statements under the 1940 Act and the Securities Act of 1933, all as heretofore amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance, and facilities of an adviser and to have an adviser perform for it various statistical, research, money manager selection, investment management, and other services; and

~~WHEREAS~~, the Adviser is registered as an investment adviser under the Investment Adviser’s Act of 1940 and engages in the business of rendering investment advice, counseling, money manager recommendation, and supervisory services to investment consulting clients; and the Adviser and its affiliated corporations have undertaken the initiative and expense of organizing the Trust in order to have a means to commingle assets for certain investors to have access to and utilize the “Multi-Style, Multi-Manager” method of investment and to provide services to the Trust in consideration of and on the terms and conditions hereinafter set forth;

~~IN WITNESS WHEREOF~~~~, the parties hereto have caused this Agreement to be executed, as of the day and year first written above.~~

~~FRANK RUSSELL COMPANY~~ ~~agrees to provide consulting services without charge to the Trust upon the request of the Board of Trustees or officers of the Trust, or upon the request of Adviser pursuant to Section 2(C).~~

THIS ADVISORY AGREEMENT dated this[ ] day of[ ], ~~2014~~[ ] (this “Agreement”), between RUSSELL INVESTMENT FUNDS, a Massachusetts business trust hereinafter called the “Trust” and ~~RUSSELL~~[RUSSELL INVESTMENT MANAGEMENT ~~COMPANY,~~COMPANY], a Washington Corporation hereinafter called the “Adviser.”

WHEREAS, the Trust operates as an investment company of the “series” type registered under the Investment Company Act of 1940 (“1940 Act”) for the purpose of investing and reinvesting its assets in portfolios of securities and other instruments, each of which has distinct investment objectives and policies, as set forth more fully in its Amended and Restated Master Trust Agreement, its bylaws and its registration statements under the 1940 Act and the Securities Act of 1933, all as heretofore amended and supplemented; and the Trust on behalf of each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each such series, a “Fund”) desires to avail itself of the services, information, advice, assistance, and facilities of a manager and to have a manager perform for it various statistical, research, money manager selection, investment management, and other services; and

WHEREAS, the Adviser is principally engaged in the business of rendering investment advisory services and is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”); and

WHEREAS, the Trust offers shares of beneficial interest (“Shares”) in its Funds to the public; and

WHEREAS, the Trust presently intends to offer Shares of each Fund listed on Exhibit A hereto (as amended from time to time); and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust and each of the Funds and the Adviser is willing to so render such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, it is agreed between the Trust and the Adviser as follows:

(a) The Trust hereby employs the Adviser to manage the investment and reinvestment of the Trust’s assets in the manner set forth in Section 2 of this Agreement,

~~Agreement,~~ subject to the direction of the Board of Trustees (the “Board”) and the officers of the Trust, for the period, in the manner, and on the terms hereinafter set forth. The Adviser accepts such appointment for the compensation herein provided and agrees to render the services and assume the obligations set forth in this Agreement. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way.

(b) In the event that the Trust establishes one or more Funds (other than the current Funds) and desires to retain the Adviser to act as investment adviser for such new Funds, the Trust shall notify the Adviser in writing. If the Adviser is willing to render such services under this Agreement for any new Funds, the Adviser shall notify the Trust in writing and such new Funds shall be subject to the provisions of this Agreement to the same extent as the current Funds except to the extent that said provisions (including those relating to the compensation payable by the Trust to the Adviser with respect to any new Funds) are modified with respect to such new Fund in writing by the Trust and the Adviser at that time.

(a) Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser:

(i) shall provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as cash;

(ii) shall provide periodic reports to the Board concerning the Adviser’s discharge of its duties and responsibilities under this Agreement as the Board shall reasonably request;

(iii) shall vote, or in accordance with the Adviser’s proxy voting policies, procedures and guidelines cause to be voted, proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board;

(iv) shall, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser as able to provide “best execution” of such orders for the Funds. However, this responsibility shall not be deemed to obligate the Adviser to solicit competitive bids for each

transaction. The Adviser agrees that it will not execute any portfolio transactions with a broker or dealer

which is an “affiliated person” (as defined in the 1940 Act) of the Adviser except pursuant to the Trust’s Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. “Best execution” shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities or other instruments on behalf of each Fund, in selecting brokers or dealers to execute such orders, the Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Adviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), that the Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that the Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts;

(v) may, on occasions when it deems the purchase or sale of a security or other instrument to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities or other instruments to be sold or purchased in order to obtain best execution. In such event, allocation of the securities or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts;

(vi) may execute all documents and agreements with brokers and dealers for the purposes of managing a Fund provided that: (i) the Adviser does not contravene the Prospectus or SAI; (ii) should the Adviser aggregate transactions of the Fund with other client accounts managed by the Adviser, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund; and (iii) Adviser shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected;

(vii) shall make available and provide financial, accounting, and statistical information required by the Trust for the preparation of registration statements, reports, and other documents required by applicable federal and state securities laws, and with such information as the Trust may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the underwriting and distribution of the Trust’s shares;

(viii) in connection with its management of each Fund, shall take into account, where possible, anticipated purchases and redemptions of Shares;

(ix) shall provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable state and foreign law securities requirements and regulatory requirements applicable to investors in each Fund;

(x) shall furnish to the Trust or its designees, such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Board or its designees may reasonably request;

(xi) shall furnish to the Board such periodic and special reports as the Board may reasonably request; and

(xii) shall make available its officers and employees to the Board and officers of the Trust for consultation and discussions regarding the management of the Trust and its investment activities.

(b) The Adviser, in connection with its rights and duties with respect to the Trust:

(i) shall use the same skill and care in the management of the Funds’ portfolios as it uses in the management of other accounts to which it provides investment advisory services, but shall not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients; and

(ii) shall act in conformity with the Trust’s Amended and Restated Master Trust Agreement, bylaws, registration statement, Prospectus, SAI, any exemptive orders, and written instructions and directions of the Board, and comply with and conform to the requirements of all applicable securities and tax laws and rules, including the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986 (the “Internal Revenue Code”) and all other applicable federal and state laws, regulations and rulings.

(i) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder;

(ii) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish;

(iii) promptly notify the Trust in the event that the Adviser or any of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that

prevents the Adviser from serving as investment adviser pursuant to this Agreement or (II) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority with respect to its services under this Agreement.

(d) In providing investment advisory services to each Fund, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy.

(e) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers (“Money Managers”); provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Board and approved in a manner consistent with the 1940 Act and applicable exemptive relief. However, no such delegation shall relieve the Adviser of its duties and obligations with respect to the management of each Fund’s assets pursuant to this Agreement and in accordance with applicable law. In the Adviser’s sole discretion, any such Money Manager (i) may have full or partial investment discretion and may make all determinations with respect to the investment of a Fund’s assets assigned to the Money Manager and the purchase and sale of portfolio securities and other instruments with those assets, and such steps as may be necessary to implement its decision; or (ii) may be engaged to provide advice on a non-discretionary basis to the Adviser for use in making investment decisions for a Fund.

Subject to compliance with the 1940 Act and Fund policies and procedures, the Adviser may delegate to a Money Manager the voting of proxies relating to a Fund’s portfolio securities in accordance with the proxy voting policies and procedures of the Fund. If the Adviser expressly directs a Money Manager in writing to vote a proxy in such Money Manager’s discretion, such Money Manager shall vote such proxies solely in the best interests of the Fund’s shareholders and in accordance with applicable state and federal law, statutes, rules and regulations governing the voting of proxies by registered investment advisers, investment companies and fiduciaries. If a Money Manager requests that the Adviser vote a proxy in a specified manner, such request by a Money Manager, which shall not be binding upon Adviser, shall be made solely in accordance with the foregoing standards applicable to such Money Manager’s discretionary voting of proxies. Each such request shall be accompanied by information satisfactory to the Adviser explaining the requested vote which information shall set forth any interest, direct or indirect, of the Money Manager in the outcome of the vote. In connection with each such request, a Money Manager shall be deemed to have made a representation to the Adviser and the Trust that such request has been made in compliance with this Section 2 and that all information provided in connection with such request is accurate and complete in all material respects.

To the extent the Adviser determines to delegate some or all of its duties and obligations under this Agreement to one or more discretionary or non-discretionary Money Managers, the Adviser shall research and evaluate Money Managers and shall advise the Board of the Money Manager(s) which the Adviser believes are best suited for each Fund; shall monitor and evaluate the investment performance, or quality of recommendations, of each Money Manager employed by the Trust; shall determine the portion of each Fund’s assets to be managed by each Money Manager, if applicable; shall recommend changes or additions of Money Managers when appropriate; shall coordinate the investment activities of the Money Managers; and acting as a fiduciary for the Trust shall compensate the Money Managers from the Adviser’s own resources. The Adviser shall not be responsible or liable for the investment merits of any decision or recommendation by a Money Manager to purchase, hold, or sell a security or other instrument for a Fund.

(f) The Adviser shall treat as confidential and proprietary information regarding each Fund, including each Fund’s records and other information relative to each Fund and its prior, current or potential shareholders. The Adviser shall not use such records and information for any purpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such Fund.

(g) The services of the Adviser hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby.

(h) The Adviser is hereby authorized to utilize the research and other resources of ~~Frank Russell Company (its corporate parent),~~ its ~~subsidiaries (as may be permitted by applicable laws or regulations) or any predecessor or successor organization of the foregoing entities,~~affiliates in providing investment advisory services pursuant to this Agreement. ~~Neither the Adviser nor the~~The Trust shall not be obligated to pay any fee to ~~Frank Russell Company~~an affiliate of the Adviser for these services.

3.Expenses of the Trust. It is understood that the Trust will pay all its expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Trust shall include:

(b) Expenses of transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services;

(d) Expenses of obtaining quotations for calculating the value of the Trust’s net assets;

(f) Salaries and other compensation of any of the Trust’s executive officers and employees, if any, who are not officers, directors, stockholders, or employees of the Adviser;

(h) Brokerage fees and commissions in connection with the purchase and sale of portfolio securities, instruments or currency for the Trust;

(j) Costs and/or fees incident to meetings of the Trust, the preparation and mailings of prospectuses and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities authorities;

(k) Legal fees, including the legal fees related to the registration and continued qualification of the Trust shares for sale;

(m) Trustees’ fees and expenses to trustees who are not officers, employees, or stockholders of the Adviser or any of its affiliates;

(n) The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums;

(p) Extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations of the Trust to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto.

As compensation for the services provided and expenses assumed by the Adviser under this Agreement, the Trust will arrange for each Fund to pay the Adviser at the end of each calendar month an advisory fee computed daily at an annual rate equal to the amount of average daily net assets listed opposite each

Fund’s name in Exhibit A, attached hereto. The “average daily net assets” of each Fund shall mean the average of the values placed on each Fund’s net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of each Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or, if each Fund lawfully determines the value of its net assets as of some other time on each Business Day (as defined in the Funds’ Prospectus or SAI), as of such other time. The value of net assets of each Fund shall always be determined pursuant to the applicable provisions of the Amended and Restated Master Trust Agreement, the registration statement and the Fund’s securities valuation procedures. If, pursuant to such provisions, the determination of net asset value is suspended for any particular Business Day, then for the purposes of this Section 4, the value of the net assets of each Fund as last determined shall be deemed to be the value of its net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of each Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the shares of each Fund has been so suspended for a period including any month end when the Adviser’s compensation is payable pursuant to this Section 4, then the Adviser’s compensation payable at the end of such month shall be computed on the basis of the value of the net assets of each Fund as last determined (whether during or prior to such month). If each Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Section 4.

5.Books and Records. The Adviser agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1 under the 1940 Act (other than clause (b)(4) and paragraphs (c), (d) and (e) thereof). The Adviser further agrees that all records which it maintains for the Trust are the property of the Trust and it shall surrender promptly to the Trust any of such records upon the Trust’s request.

(a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder or on the part of the Adviser or its corporate affiliates, the Adviser and its corporate affiliates shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument.

(b) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or the Adviser and its corporate affiliates, from liability in violation of Section 17(h) and (i) of the 1940 Act.

(a) This Agreement shall become effective on and as of[ ], [ ], ~~2014,~~ and shall continue through the period ending two years from such date. For any new Fund for which the Adviser is retained as investment adviser pursuant to Section 1(b) of this Agreement, this Agreement shall become effective on the date such Fund is offered to the public and shall continue in effect as to such Fund for two years from its effective date. In each case, the Agreement is renewable annually thereafter for successive one-year periods (a) by a vote of a majority of the Trustees of the Trust, or (b) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund, and in either case by a majority of the Trustees who are not parties to this Agreement or interested persons of any parties to the Agreement (other than as Trustees of the Trust), cast in person at a meeting called for purposes of voting on the Agreement; provided, however, that if the shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds.

(i) May at any time be terminated without the payment of any penalty either by vote of the Board or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to the Adviser;

(iii) May be terminated by the Adviser on 60 days’ written notice to the Trust.

(c) As used in this Section 7, the Terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act.

(d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed postpaid, to the other party at any office of such party.

8.Trade Names and Trademarks. The parties hereto acknowledge ~~that Frank Russell Company~~that: (i) the Trust has ~~reserved the right to grant the~~been granted non-exclusive use of the name ~~“Frank Russell,~~“Russell Investments,” ~~or any derivative thereof,~~subject to ~~any other investment company, investment advisor, distributor or other business enterprise,~~certain restrictions and limitations; and (ii) the Trust’s right to ~~withdraw from the Trust the~~ use of the name “Frank Russell.” In the event that Frank Russell Company should elect to withdraw the use of the name “Frank Russell” from the Trust, the Trust will submit the question of continuing this Agreement to a vote of its Shareholders.may be withdrawn.

9.Amendment of Agreement. This Agreement may be amended by mutual consent, and the consent of the Trust must be approved by vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the

purpose of voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the SEC and its staff, by vote of a majority of the outstanding Shares (as defined with respect to voting securities by the 1940 Act) representing the interests in each Fund affected by such amendment.

10.Limitation of Liability. The Amended and Restated Master Trust Agreement dated October 1, 2008, as amended from time to time, establishing the Trust, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name Russell Investment Funds means the Trustees from time to time serving (as Trustees but not personally) under said Master Trust Agreement. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the Shareholders, Trustees, officers, employees, or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Amended and Restated Master Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by the President of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Amended and Restated Master Trust Agreement.

11.Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Washington and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. The sole parties to this Agreement are the Trust and the Adviser and the Trust is the sole beneficiary of the Adviser’s services hereunder. The parties to this Agreement do not intend for this Agreement to benefit any third party, including without limitation a record owner or beneficial owner of the Shares, that is not expressly identified as a party to this Agreement. The terms of this Agreement may be enforced solely by a party to this Agreement. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations. Any provision in this Agreement requiring compliance with any statute or regulation shall mean such statute or regulation as amended and in effect from time to time.

12.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

FRANK RUSSELL COMPANY agrees to provide consulting services without charge to the Trust upon the request of the Board of Trustees or officers of the Trust, or upon the request of Adviser pursuant to Section 2(h).

~~For the existing fee schedule for the Funds, which will also be the fee schedule under the New Agreement, seeExhibit C~~ ~~to this Proxy Statement.~~

The following chart sets forth the amount of advisory fees paid by the Funds to RIMCo (gross of reimbursements and/or waivers), the amount of advisory fees waived and/or amounts reimbursed pursuant to any contractual waiver/reimbursement agreement, and the advisory fees net of any such waivers/reimbursements, in each case for the fiscal year ended December 31, ~~2013.~~2015.

Shareholders of each of Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, and Core Bond Fund last approved the Fund’s advisory agreement with RIMCo on November 19, 1998, in connection with a change of control resulting from Northwestern Mutual’s acquisition of an interest in FRC.

RIMCo is a wholly-owned subsidiary of FRC, which is located at 1301 Second Avenue, Seattle, WA 98101. As of December 20, 2013, 92.62% of FRC’s outstanding stock was owned by NM Investment Holdings, LLC (a wholly-owned, nonoperating subsidiary of Northwestern Mutual); 5.27% was owned by Nippon Life Insurance Company; and the remaining percentage was owned by Frank Russell Company Associates. NM Investment Holdings, LLC and Northwestern Mutual are located at 720 East Wisconsin Avenue, Milwaukee, WI 53202.

~~Following the Transaction, RIMCo will continue to be a wholly-owned subsidiary of~~ FRC ~~as described above. FRC will be~~is a direct wholly-owned subsidiary of LSEG US Holdco, Inc., a Delaware corporation with its registered address at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. LSEG US Holdco, Inc. is a direct wholly-owned subsidiary of LSEG, which has its registered address at 10 Paternoster Square, London, EC4M 7LS, United Kingdom.

Following the Transaction, RIMCo will be an indirect, wholly-owned subsidiary of Emerald Acquisition, through which the limited partners of the TA Funds will indirectly acquire a majority ownership interest and the limited partners of the Reverence Capital Funds will indirectly acquire a significant minority ownership interest in Russell Investments. The TA Alternative Investment Vehicles are ultimately controlled by a Cayman corporation, TA Associates Cayman, Ltd., and the Reverence Capital Entities are ultimately controlled by Milton Berlinski, Alexander Chulack and Peter Aberg.

The current Principal Executive Officer and Directors of RIMCo are listed below. The address for each individual listed is 1301 Second Avenue, Seattle, WA 98101. The governance structure of RIMCo may change as a result of RIMCo’s conversion to a limited liability company.

The following sets forth information about other registered investment companies advised by RIMCo that may have comparable investment strategies to one or more Funds.

Gross brokerage commissions received by broker/dealers that were affiliated with RIMCo or the relevant Money Managers for the ~~fiscal year ended December 31, 2013~~period October 1, 2014 through September 30, 2015 from portfolio transactions effected for the Funds were as follows:

The following chart sets forth the amount of administrative fees paid by the Funds to RFSC (gross of reimbursements and/or waivers) for the fiscal year ended December 31, ~~2013.~~2015. There were no amounts waived or reimbursed by RFSC for the fiscal year ended December 31, ~~2013.~~2015.

The following chart sets forth the amount of transfer agency fees paid by the Funds to RFSC (gross of reimbursements and/or waivers) for the fiscal year ended December 31, ~~2013.~~2015. There were no amounts waived or reimbursed by RFSC for the fiscal year ended December 31, ~~2013.~~2015.

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Trustees (the “Board”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Trustees”) voting separately, approve the continuation of the advisory agreements with RIMCo (the “RIMCo Agreements”) and the portfolio management contract with each Money Manager of the Funds (collectively, the “portfolio management contracts”) on at least an annual basis and that the terms and conditions of each RIMCo Agreement and the terms and conditions of each portfolio management contract provide for its termination if continuation is not approved annually. The Board, including all of the Independent Trustees, considered and approved the continuation of the RIMCo Agreements and the portfolio management contracts at a meeting held in person on May 19-20, 2014 (the “Agreement Evaluation Meeting”). During the course of a year, the Trustees receive a wide variety of materials regarding, among other things, the investment performance of the Funds, sales and redemptions of the Funds’ shares, management of the Funds and other services provided by RIMCo and compliance with applicable regulatory requirements. In preparation for the annual review, the Independent Trustees, with the advice and assistance of their independent counsel (“Independent Counsel”), also requested and the Board considered (1) information and reports prepared by RIMCo relating to the services provided by RIMCo (and its affiliates) to the Funds; (2) information and reports prepared by RIMCo relating to the profitability of each Fund to RIMCo; and (3) information (the “Third-Party Information”) received from an independent, nationally recognized provider of investment company information comparing the performance of each of the Funds and its respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by the provider to be generally comparable in investment objectives to the Funds. In the case of each Fund, its other peer funds are collectively hereinafter referred to as the Fund’s “Comparable Funds,” and, with the Fund, such Comparable Funds are collectively hereinafter referred to as the Fund’s “Performance Universe” in the case of performance comparisons and the Fund’s “Expense Universe” in the case of operating expense comparisons. In the case of certain, but not all, Funds, the Third-Party Information reflected changes in the Comparable Funds requested by RIMCo, which changes were noted in the Third-Party Information. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its evaluations of the RIMCo Agreements and portfolio management contracts are collectively called the “Agreement Evaluation Information.” The Trustees’ evaluations also reflected the knowledge and familiarity gained as Board members of the Funds and the other RIMCo-managed funds for which the Board has supervisory responsibility (“Other Russell Funds”) with respect

to services provided by RIMCo, RIMCo’s affiliates and each Money Manager. The Trustees received a memorandum from counsel to the Funds (“Fund Counsel”) discussing the legal standards for their consideration of the continuations of the RIMCo Agreements and the portfolio management contracts, and the Independent Trustees separately received a memorandum regarding their responsibilities from Independent Counsel.

At a meeting held in person on April 29, 2014 (the “Information Review Meeting,” and together with the Agreement Evaluation Meeting, the “Meetings”), the Independent Trustees in preparation for the Agreement Evaluation Meeting met first with representatives of RIMCo and then in a private session with Independent Counsel at which no representatives of RIMCo or the Funds’ management were present to review the Agreement Evaluation Information received to that date and, on the basis of that review, requested additional Agreement Evaluation Information. At the Agreement Evaluation Meeting, the Independent Trustees again met in person in a private session with Independent Counsel to review additional Agreement Evaluation Information received to that date. At the Agreement Evaluation Meeting, the Board, including the Independent Trustees, considered the proposed continuance of the RIMCo Agreements and the portfolio management contracts with RIMCo, Fund management, Independent Counsel and Fund Counsel. Presentations made by RIMCo at the Meetings as part of this review encompassed the Funds and all Other Russell Funds. Information received by the Board, including the Independent Trustees, at the Meetings is included in the Agreement Evaluation Information. Prior to voting at the Agreement Evaluation Meeting, the non-management members of the Board, including the Independent Trustees, met in executive session with Independent Counsel to consider additional Agreement Evaluation Information received from RIMCo and management at the Agreement Evaluation Meeting. The discussion below reflects all of these reviews.

In evaluating the portfolio management contracts, the Board considered that each of the Funds employs a manager-of-managers method of investment and RIMCo’s advice that the Funds, in employing a manager-of-managers method of investment, operate in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an investment advisory fee is paid by the investment company to its adviser which, in turn, employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser’s style and investment philosophy. RIMCo has engaged multiple unaffiliated Money Managers for all Funds. A Money Manager may have (1) a discretionary asset management assignment pursuant to which it is allocated a portion of a Fund’s assets to manage directly in its discretion; (2) a non-discretionary assignment pursuant to which it provides a model portfolio to RIMCo representing its investment recommendations, based upon which RIMCo purchases and sells securities for a Fund; or (3) both a discretionary and a non-discretionary assignment.

The Board considered that RIMCo (rather than any Money Manager) is responsible under the RIMCo Agreements for determining, implementing and maintaining the investment program for each Fund. Assets of each Fund generally have been allocated among the multiple discretionary Money Managers selected by RIMCo, subject to Board approval, for that Fund. RIMCo manages the investment of each Fund’s cash and also may manage directly any portion of each Fund’s assets that RIMCo determines not to allocate to the discretionary Money Managers and portions of a Fund during transitions between Money Managers. RIMCo also may manage portions of a Fund based upon model portfolios provided by non-discretionary Money Managers. In all cases, Fund assets are managed directly by RIMCo pursuant to authority provided by the RIMCo Agreements.

RIMCo is responsible for selecting, subject to Board approval, Money Managers for each Fund and for actively managing allocations and reallocations of its assets among the Money Managers or their strategies and RIMCo itself. The Board has been advised that RIMCo’s goal with respect to the Funds is to construct and manage diversified portfolios in a risk-aware manner. Each discretionary Money Manager for a Fund in effect performs the function of an individual portfolio manager who is responsible for selecting portfolio securities for the portion of the Fund assigned to it by RIMCo (each, a “segment”) in accordance with the Fund’s applicable investment objective, policies and restrictions, any constraints placed by RIMCo upon their selection of portfolio securities and the Money Manager’s specified role in a Fund. For each Fund, RIMCo is responsible for, among other things, communicating performance expectations to each Money Manager; supervising compliance by each Money Manager with each Fund’s investment objective and policies; authorizing Money Managers to engage in or provide recommendations with respect to certain investment strategies for a Fund; and recommending annually to the Board whether portfolio management contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of portfolio management contracts, RIMCo is responsible for recommending to the Board additions of new Money Managers or replacements of existing Money Managers at any time when, based on RIMCo’s research and ongoing review and analysis, such actions are appropriate. RIMCo may impose specific investment or strategy constraints from time to time for each Money Manager intended to capitalize on the strengths of that Money Manager or to coordinate the investment activities of Money Managers for the Fund in a complementary manner. Therefore, RIMCo’s selection of Money Managers is made not only on the basis of performance considerations but also on the basis of anticipated compatibility with other Money Managers in the same Fund. In light of the foregoing, the overall performance of each Fund over appropriate periods has reflected, in great part, the performance of RIMCo in designing the Fund��s investment program, structuring the Fund, selecting an effective Money Manager with a particular investment style or sub-style for a segment that is complementary to the styles of the Money Managers of other Fund segments, and allocating assets among the Money Managers or their strategies in a manner designed to achieve the objectives of the Fund.

The Board considered that the prospectuses for the Funds and other public disclosures emphasize to investors RIMCo’s role as the principal investment manager for each Fund, rather than the investment selection role of the Funds’ Money Managers, and describe the manner in which the Funds operate so that investors may take that information into account when deciding to purchase shares of any Fund. The Board further considered that Fund investors in pursuing their investment goals and objectives likely purchased their shares on the basis of this information and RIMCo’s reputation for and performance record in managing the Funds’ manager-of-managers structure.

The Board also considered the demands and complexity of managing the Funds pursuant to the manager-of-managers structure, the special expertise of RIMCo with respect to the manager-of-managers structure of the Funds and the likelihood that, at the current expense ratio of each Fund, there would be no acceptable alternative investment managers to replace RIMCo on comparable terms given the need to continue the manager-of-managers strategy of such Fund selected by shareholders in purchasing their shares.

In addition to these general factors relating to the manager-of-managers structure of the Funds, the Trustees considered, with respect to each Fund, various specific factors in evaluating renewal of the RIMCo Agreements, including the following:

and other services to the Funds during the past year. The Board was not advised of any expected diminution in the nature, scope or quality of the investment advisory or other services provided to the Funds from such changes. The Board also discussed the impact of organizational changes on the compliance programs of the Funds and RIMCo with the Funds’ Chief Compliance Officer (the “CCO”) and received assurances from the CCO that such changes have not resulted in any diminution in the scope and quality of the Funds’ compliance programs.

RIMCo is a wholly owned subsidiary of Frank Russell Company (“FRC”). FRC, in turn, is an indirect majority-owned subsidiary of The Northwestern Mutual Life Insurance Company (“NM”). Prior to the Information Review Meeting, NM publicly announced its intention to evaluate strategic alternatives for its majority interest in FRC. RIMCo advised the Board that this review could result in a transaction (“Transaction”) causing a change of control of RIMCo. At the Information Review Meeting, the Board was advised by RIMCo that an unspecified number of parties had expressed an interest in a Transaction with NM but, to RIMCo’s knowledge, no formal proposals had been received to the date of the Information Review Meeting. RIMCo, however, expected that proposals from one or more unidentified parties would be received shortly. RIMCo expressed its belief that any Transaction would not affect the activities of RIMCo in respect of the Funds or the structure of the Funds. However, the Board received no assurances in this regard directly from NM. Any Transaction would result, among other things, in an assignment and termination of the RIMCo Agreements, as required by the 1940 Act and by the terms and conditions of the RIMCo Agreements. In the event of a Transaction, the Board would be required to consider the approval of the terms and conditions of a replacement agreement (“Replacement Management Agreement”) for the RIMCo Agreements and thereafter to submit the Replacement Management Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. At the Agreement Evaluation Meeting, the Board was advised by RIMCo that NM had entered into exclusive discussions with London Stock Exchange Group plc (“LSEG”) regarding a possible Transaction. At both of the Meetings, the Board discussed with RIMCo the need to assure continuity of services required for the Funds’ operations.

As noted above, RIMCo, in addition to managing the investment of each Fund’s cash, may directly manage a portion of certain Funds (the “Participating Funds”) pursuant to the RIMCo Agreements, the actual allocation being determined from time to time by the Participating Funds’ RIMCo portfolio manager. Beginning in 2012, RIMCo implemented a strategy of managing a portion of the assets of the Participating Funds to modify such Funds’ overall portfolio characteristics by investing in securities or other instruments that RIMCo believes will achieve the desired risk/return profiles for such Funds. RIMCo monitors and assesses Fund characteristics, including risk, using a variety of measurements, such as tracking error, and may seek to manage Fund characteristics consistent with the Funds’ investment objectives and strategies. For U.S. equity Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size,

industry or sector). For non-U.S. equity, global infrastructure and global real estate Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector or region). For fixed-income and alternative Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as sector, industry, currency, credit or mortgage exposure or country risk, yield curve positioning, or interest rates). For all Funds, fund characteristics may be managed to offset undesired relative over or underweights in order to seek to achieve the desired risk/return profile for each Fund. RIMCo may use an index replication or sampling strategy by selecting an index which represents the desired exposure, or may utilize quantitative or qualitative analysis or quantitative models designed to assess Fund characteristics and identify a portfolio which provides the desired exposure. Based on this, for the portion of a Fund’s assets directly managed by RIMCo, RIMCo may invest in common stocks, exchange-traded funds, exchange-traded notes, REITs, short-term investments and/or derivatives, including futures, forwards, options and/or swaps, in order to seek to achieve the desired risk/return profile for the Fund. Derivatives may be used to take long or short positions. In addition, RIMCo may choose to use the cash equitization process to manage Fund characteristics in order to seek to achieve the desired risk/return profile for the Fund. RIMCo also may manage Fund assets directly to effect a Fund’s investment strategies. RIMCo’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” RIMCo also may reallocate Fund assets among Money Managers, increase Fund cash reserves or determine not to be fully invested. RIMCo’s Direct Management Services generally are not intended to be a primary driver of the Funds’ investment results, although the services may have a positive or negative impact on investment results, but rather are intended to enhance incrementally the ability of Funds to carry out their investment programs. At the Meetings, RIMCo advised the Board of a likely expansion of its Direct Management Services. In connection with this expansion, RIMCo stated that it may provide Direct Management Services to additional Funds and expected that a larger portion of certain Funds may be managed directly by RIMCo pursuant to the Direct Management Services. Additional Funds to be managed pursuant to the Direct Management Services may include some or all fixed income Funds. The Board considered that during the period, and to the extent that RIMCo employs its Direct Management Services other than via the cash equitization process in respect of Participating Funds, RIMCo is not required to pay investment advisory fees to a Money Manager with respect to assets that are directly managed and that the profits derived by RIMCo generally and from the Participating Funds consequently may be increased incrementally, although RIMCo may incur additional costs in providing Direct Management Services. The Board, however, also considered the potential benefits of the Direct Management Services to Participating Funds; the limited amount of assets that to the date of the Meetings were being managed directly by RIMCo pursuant to the Direct Management Services; and the fact that the aggregate Advisory Fees paid by the Participating Funds are not increased as a result of RIMCo’s direct management of Fund assets as part of the Direct Management Services or otherwise.

In evaluating the reasonableness of the Funds’ Advisory Fees in light of Fund performance, the Board considered that, in the Agreement Evaluation Information and at past meetings, RIMCo noted differences between the investment strategies of certain Funds and their respective Comparable Funds in pursuing their investment objectives. The Board noted RIMCo’s further past advice that the strategies pursued by the Funds, among other things, are intended to result in less volatile, more moderate returns relative to each Fund’s performance benchmark rather than more volatile, more extreme returns that its Comparable Funds may experience over time.

The Third-Party Information included, among other things, comparisons of the Funds’ Advisory Fees with the investment advisory fees of their Comparable Funds on an actual basis (i.e., giving effect to any voluntary fee waivers implemented by RIMCo and the advisers to such Fund’s Comparable Funds). The Third-Party Information, among other things, showed that each Fund had an Advisory Fee which, compared with its Comparable Funds’ investment advisory fees on an actual basis, was ranked in the fourth quintile of its Expense Universe for that expense component. In these rankings, the first quintile represents funds with the lowest investment advisory fees among funds in the Expense Universe and the fifth quintile represents funds with the highest investment advisory fees among the Expense Universe funds. The comparisons were based upon the latest fiscal years for the Expense Universe funds. The Board considered that the actual Advisory Fee for each of the RIF Aggressive Equity Fund, RIF Non-U.S. Fund and RIF Core Bond Fund was less than 5 basis points from the third quintile of its Expense Universe. The Board further considered RIMCo’s explanation of the reasons for the Funds’ actual Advisory Fee rankings and its belief that the Funds’ Advisory Fees are fair and reasonable under the circumstances, notwithstanding such comparisons. Among other things, RIMCo noted that meaningful comparisons of investment advisory fees between funds affiliated with insurance companies issuing variable annuity and life policies and non-affiliated funds, such as the Funds, are difficult as insurance companies may allocate fees between the investment policies and their underlying funds. The Board determined that it would continue to monitor the Funds’ Advisory Fees against the Funds’ Comparable Funds’ investment advisory fees.

In discussing the Funds’ Advisory Fees generally, RIMCo noted, among other things, that its Advisory Fees for the Funds encompass services that may not be provided by investment advisers to the Funds’ Comparable Funds, such as cash equitization and management of portfolio transition costs when Money Managers are added, terminated or replaced. RIMCo also observed that its “margins” in providing investment advisory services to the Funds tend to be lower than competitors’ margins because of the demands and complexities of managing the Funds’ manager-of-managers structure, including RIMCo’s payment of a significant portion of the Funds’ Advisory Fees to their Money Managers. RIMCo expressed the view that Advisory Fees should be considered in the context of a Fund’s total expense ratio to obtain a complete picture. The Board, however, considered each Fund’s Advisory Fee on both a standalone basis and in the context of the Fund’s total expense ratio.

With respect to the RIF Global Real Estate Securities Fund, RIMCo noted that the Third-Party Information, to assure that the Fund’s Expense Universe was large enough, included both global and U.S. real estate funds in the Expense Universe. According to RIMCo, U.S. real estate funds generally have lower investment advisory fees, which lower the Expense Universe advisory fee median.

Based upon information provided by RIMCo, the Board considered for each Fund whether economies of scale have been realized and whether the Advisory Fee for such Fund appropriately reflects or should be revised to reflect any such economies. The Funds are distributed exclusively through variable annuity and variable life insurance contracts issued by insurance companies. Currently, the Funds are made available to holders of such insurance policies (“Insurance Contract Holders”) by two insurance companies. At the Meetings, RIMCo advised the Board that it does not expect that additional insurance companies will make the Funds available to their variable annuity or variable life insurance policyholders in the near or long term because of a declining interest by the insurance companies generally in variable insurance trusts, such as the Funds, as investment vehicles supporting their products. Notwithstanding this expectation, RIMCo expressed its belief that the Funds will remain viable in light of their cash inflows from current participating insurance companies. The Board considered, among other things, the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Funds, including the variability of Money Manager investment advisory fees.

As noted above, the Board at the Information Review Meeting was advised by RIMCo of NM’s intent to evaluate strategic alternatives for its majority interest in FRC, and at the Agreement Evaluation Meeting was advised by RIMCo that NM had entered into exclusive discussions with LSEG regarding a possible Transaction. NM is one of the two insurance companies making the Funds available to their Insurance Contract Holders. At the Information Review Meeting, RIMCo expressed its belief that NM would continue to make the Funds available to its Insurance Contract Holders in the event of a Transaction. However, the Board received no direct assurances in this regard directly from NM. If NM were to discontinue its participation in the Funds, the Board considered that it is unlikely that the Funds would remain viable.

The Board also considered, as a general matter, that fees payable to RIMCo by institutional clients with investment objectives similar to those of the Funds and Other Russell Funds are lower, and, in some cases, may be substantially lower, than the rates paid by the Funds and Other Russell Funds. The Trustees considered the differences in the nature and scope of services RIMCo provides to institutional clients and the Funds. RIMCo explained, among other things, that institutional clients have fewer compliance, administrative and other needs than the Funds.

RIMCo also noted that since the Funds must constantly issue and redeem their shares, they are more difficult to manage than institutional accounts, where assets are relatively stable. In addition, RIMCo noted that the Funds are subject to heightened regulatory requirements relative to institutional clients. The Board noted that RIMCo provides office space and facilities to the Funds and all of the Funds’ officers. Accordingly, the Trustees concluded that the services provided to the Funds are sufficiently different from the services provided to the other clients that comparisons are not probative and should not be given significant weight.

With respect to the Funds’ total expenses, the Third-Party Information showed that the total expenses for the RIF Multi-Style Equity Fund ranked in the third quintile of its Expense Universe. The total expenses for each of the other Funds ranked in the second quintile of its Expense Universe. In these rankings, the first quintile represents the funds with the lowest total expenses among funds in the Expense Universe and the fifth quintile represents funds with the highest total expenses among the Expense Universe funds.

On the basis of the Agreement Evaluation Information, and other information previously received by the Board from RIMCo during the course of the current year or prior years, or presented at or in connection with the Meetings by RIMCo, the Board, in respect of each Fund, found, after giving effect to any applicable waivers and/or reimbursements and considering any differences in the composition and investment strategies of its respective Comparable Funds, (1) the Advisory Fee charged by RIMCo was reasonable in light of the nature, scope and overall quality of the investment management and other services provided, and expected to be provided, to the Fund; (2) the relative expense ratio of the Fund either was comparable to those of its Comparable Funds or RIMCo had provided an explanation satisfactory to the Board as to why the relative expense ratio was not comparable to those of its Comparable Funds; (3) RIMCo’s methodology of allocating expenses of operating funds in the complex was reasonable; (4) other benefits and fees received by RIMCo or its affiliates from the Fund were not excessive; (5) RIMCo’s profitability with respect to the Fund was not excessive in light of the nature, scope and overall quality of the investment management and other services provided by RIMCo; and (6) the Advisory Fee charged by RIMCo appropriately reflects any economies of scale realized by such Fund in light of various factors, including the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Fund, including the variability of Money Manager investment advisory fees as well as the possible discontinuation of NM’s participation in the Funds.

The Board concluded that, under the circumstances and based on RIMCo’s performance information and reviews for each Fund, the performance of each of the Funds would be consistent with continuation of its RIMCo Agreement. The Board, in assessing the Funds’ performance, focused upon each Fund’s performance for the

3-year period ended December 31, 2013 as most relevant but also considered Fund performance for the 1- and 5-year periods ended such date. In reviewing the Funds’ performance generally, the Board took into consideration various steps taken by RIMCo beginning in 2012 to enhance the performance of certain Funds, including changes in Money Managers, and, in the case of Participating Funds, RIMCo’s implementation of its Direct Management Services, which may not yet be fully reflected in Fund investment results.

With respect to the RIF Core Bond Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for the 3-year period ended December 31, 2013 and was ranked in the third quintile for each of the 1- and 5-year periods ended such date. RIMCo noted that the Fund’s relative underperformance for the 3-year period was largely attributable to the Fund’s meaningfully lower exposure to lower credit quality securities, which rallied during the period. RIMCo noted that the Fund outperformed its benchmark for the same period.

With respect to the RIF Non-U.S. Fund, the Third-Party Information showed that the Fund’s performance for the 1- and 3-year periods ended December 31, 2013 was ranked in the second and third quintiles, respectively, of its Performance Universe and ranked in the fourth quintile of the Performance Universe for the 5-year period ended such date. RIMCo noted that the Fund outperformed its benchmark over the 3-year period.

In evaluating performance, the Board considered each Fund’s absolute performance and performance relative to appropriate benchmarks and indices in addition to such Fund’s performance relative to its Comparable Funds. In assessing the Funds’ performance relative to their Comparable Funds or benchmarks or in absolute terms, the Board also considered RIMCo’s stated investment strategy of managing the Funds in a risk-aware manner. The Board also considered the Money Manager changes that have been made since 2012 and that the performance of Money Managers continues to impact Fund performance for periods prior and subsequent to their termination, and that any incremental positive or negative impact of the Direct Management Services, which continue to evolve in nature and scope, was not yet fully reflected in the Fund’s investment results. Lastly, the Board considered potential new strategies discussed at the Meetings and prior Board meetings that may be employed by RIMCo in respect of certain Funds.

After considering the foregoing and other relevant factors, the Board concluded in respect of each Fund that continuation of its RIMCo Agreement would be in the best interests of such Fund and its shareholders and voted to approve the continuation of each RIMCo Agreement.

~~At the Meetings, with respect to the evaluation of the terms of portfolio management contracts with Money Managers, the Board received and considered information~~

from RIMCo reporting, among other things, for each Money Manager, the Money Manager’s performance over various periods; RIMCo’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Funds’ underwriter; and RIMCo’s recommendation to retain the Money Manager at the current fee rate, to retain the Money Manager at a reduced fee rate or to terminate the Money Manager. The Board received reports during the course of the year from the Funds’ CCO regarding her assessments of Money Manager compliance programs and any compliance issues. RIMCo did not identify any benefits received by Money Managers or their affiliates as a result of their relationships with the Funds other than benefits from their soft dollar arrangements. The Agreement Evaluation Information described, and at the Meetings the Funds’ CCO discussed, oversight of Money Manager soft dollar arrangements. The Agreement Evaluation Information expressed RIMCo’s belief that, based upon certifications from Money Managers and pre-hire and ongoing reviews of Money Manager soft dollar arrangements, policies and procedures, the Money Managers’ soft dollar arrangements, policies and procedures are consistent with applicable legal standards and with disclosures made by Money Managers in their investment adviser registration statements filed with the Securities and Exchange Commission and by the Funds in their registration statements. The Board was advised that, in the case of Money Managers using soft dollar arrangements, the CCO monitors, among other things, the commissions paid by the Funds and percentage of Fund transactions effected pursuant to the soft dollar arrangements, as well as the products or services purchased by the Money Managers with soft dollars generated by Fund portfolio transactions. The CCO and RIMCo do not obtain, and the Agreement Evaluation Information therefore did not include, information regarding the value of soft dollar benefits derived by Money Managers from Fund portfolio transactions. At the Agreement Evaluation Meeting, RIMCo noted that it planned to recommend termination of certain Money Managers to the Board at the May 2014 meeting. RIMCo recommended that each of the other Money Managers be retained at its current or a reduced fee rate. In doing so, RIMCo, as it has in the past, advised the Board that it does not regard Money Manager profitability as relevant to its evaluation of the portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo is aware of the standard fee rates charged by Money Managers to other clients; and RIMCo believes that the fees agreed upon with Money Managers are reasonable in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIMCo’s explanation of the relevance of Money Manager profitability in light of RIMCo’s belief that such fees are reasonable; the Board’s findings as to the reasonableness of the Advisory Fee paid by each Fund; and the fact that each Money Manager’s fee is paid by RIMCo.

Based substantially upon RIMCo’s recommendations, together with the Agreement Evaluation Information, the Board concluded that the fees paid to the Money Managers of each Fund are reasonable in light of the quality of the investment

~~advisory services provided and that continuation of the portfolio management contract with each Money Manager of each Fund would be in the best interests of the Fund and its shareholders.~~

In their deliberations, the Trustees did not identify any particular information as to the RIMCo Agreements or, other than RIMCo’s recommendation, the portfolio management contract with any Money Manager that was all-important or controlling and each Trustee attributed different weights to the various factors considered. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made in respect of each Fund.

Subsequent to the Agreement Evaluation Meeting, the Board received a proposal from RIMCo at a meeting held on May 20, 2014 to effect Money Manager changes for the Multi-Style Equity Fund and Global Real Estate Securities Fund, and at that same meeting to effect a Money Manager change for the Aggressive Equity Fund resulting from a Money Manager change of control for one of the Fund’s Money Managers. In the case of each proposed change, the Trustees approved the terms of the proposed portfolio management contract based upon RIMCo’s recommendation to hire the Money Manager at the proposed fee rate; information as to reason for the proposed change; information as to the Money Manager’s role in the management of the Fund’s investment portfolio (including the amount of Fund assets to be allocated to the Money Manager) and RIMCo’s evaluation of the anticipated quality of the investment advisory services to be provided by the Money Manager; information as to any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Fund’s underwriter; the CCO’s evaluation of the Money Manager’s compliance program, policies and procedures, and certification that they were consistent with applicable legal standards; RIMCo’s explanation as to the lack of relevance of Money Manager profitability to the evaluation of portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo’s awareness of the standard fee rates charged by the Money Manager to other clients; RIMCo’s belief that the proposed investment advisory fees would be reasonable in light of the anticipated quality of investment advisory services to be rendered; the increase or decrease in aggregate Money Manager fees to be paid by RIMCo from its Advisory Fee as a result of the engagement of the Money Manager; and the expected costs of transitioning Fund assets to the Money Manager. The Trustees also considered their findings at the Agreement Evaluation Meeting as to the reasonableness of the aggregate Advisory Fees paid by the Funds, and the fact that the aggregate Advisory Fes paid by the Funds would not increase as a result of the implementation of the proposed Money Manager changes because the Money Managers’ investment advisory fees are paid by RIMCo.

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Trustees (the “Board”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Trustees”) voting separately, approve the continuation of the advisory agreements with RIMCo (the “RIMCo Agreements”) and the portfolio management contract with each Money Manager of the funds (collectively, the “portfolio management contracts”) in which the Funds invest (the “Underlying Funds”) on at least an annual basis and that the terms and conditions of each RIMCo Agreement and the terms and conditions of each portfolio management contract provide for its termination if continuation is not approved annually. The Board, including all of the Independent Trustees, considered and approved the continuation of the RIMCo Agreements and the portfolio management contracts at a meeting held in person on May 19-20, 2014 (the “Agreement Evaluation Meeting”). During the course of a year, the Trustees receive a wide variety of materials regarding, among other things, the investment performance of the Funds, sales and redemptions of the Funds’ and Underlying Funds’ shares, management of the Funds and the Underlying Funds and other services provided by RIMCo and compliance with applicable regulatory requirements. In preparation for the annual review, the Independent Trustees, with the advice and assistance of their independent counsel (“Independent Counsel”), also requested and the Board considered (1) information and reports prepared by RIMCo relating to the services provided by RIMCo (and its affiliates) to the Funds and the Underlying Funds; (2) information and reports prepared by RIMCo relating to the profitability of each Fund and Underlying Fund to RIMCo; (3) information (the “Third-Party Information”) received from an independent, nationally recognized provider of investment company information comparing the performance of each of the Funds and the Underlying Funds and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by the provider to be generally comparable in investment objectives to the Funds and the Underlying Funds; and (4) information prepared by RIMCo (the “RIMCo Comparative Information”) comparing the performance of certain Underlying Funds and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by RIMCo to be generally comparable in investment objectives to the Underlying Funds. In the case of each Fund, its other peer funds, whether identified as such in the Third-Party Information or the RIMCo Comparative Information, are collectively hereinafter referred to as the Fund’s “Comparable Funds,” and, with the Fund, such Comparable Funds are collectively hereinafter referred to as the Fund’s “Performance Universe” in the case of performance comparisons and the Fund’s “Expense Universe” in the case of operating expense comparisons. In the case of certain, but not all, Funds, the Third-Party Information reflected changes in the Comparable Funds requested by RIMCo, which changes were noted in the Third-Party Information. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its evaluations of the RIMCo Agreements and portfolio

management contracts are collectively called the “Agreement Evaluation Information.” The Trustees’ evaluations also reflected the knowledge and familiarity gained as Board members of the Funds and the other RIMCo-managed funds for which the Board has supervisory responsibility (“Other Russell Funds”) with respect to services provided by RIMCo, RIMCo’s affiliates and each Money Manager. The Trustees received a memorandum from counsel to the Funds and the Underlying Funds (“Fund Counsel”) discussing the legal standards for their consideration of the continuations of the RIMCo Agreements and the portfolio management contracts, and the Independent Trustees separately received a memorandum regarding their responsibilities from Independent Counsel.

In evaluating the portfolio management contracts, the Board considered that each of the Underlying Funds employs a manager-of-managers method of investment and RIMCo’s advice that the Underlying Funds, in employing a manager-of-managers method of investment, operate in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an investment advisory fee is paid by the investment company to its adviser which, in turn, employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser’s style and investment philosophy. RIMCo has engaged multiple unaffiliated Money Managers for all Underlying Funds. A Money Manager may have (1) a discretionary asset management assignment pursuant to which it is allocated a portion of an Underlying Fund’s assets to manage directly in its discretion; (2) a non-discretionary assignment pursuant to

which it provides a model portfolio to RIMCo representing its investment recommendations, based upon which RIMCo purchases and sells securities for an Underlying Fund; or (3) both a discretionary and a non-discretionary assignment.

The Board considered that RIMCo (rather than any Money Manager) is responsible under the RIMCo Agreements for allocating assets of each Fund among its Underlying Funds and for determining, implementing and maintaining the investment program for each Underlying Fund. The assets of each Fund are invested in different combinations of the Underlying Funds pursuant to target asset allocations set by RIMCo. RIMCo may modify the target asset allocation for any Fund and/or the Underlying Funds in which the Funds invest. Assets of each Underlying Fund generally have been allocated among the multiple discretionary Money Managers selected by RIMCo, subject to Board approval, for that Underlying Fund. RIMCo manages the investment of each Underlying Fund’s cash and also may manage directly any portion of each Underlying Fund’s assets that RIMCo determines not to allocate to the discretionary Money Managers and portions of an Underlying Fund during transitions between Money Managers. RIMCo also may manage portions of an Underlying Fund based upon model portfolios provided by non-discretionary Money Managers. In all cases, Underlying Fund assets are managed directly by RIMCo pursuant to authority provided by the RIMCo Agreements.

RIMCo is responsible for selecting, subject to Board approval, Money Managers for each Underlying Fund and for actively managing allocations and reallocations of its assets among the Money Managers or their strategies and RIMCo itself. The Board has been advised that RIMCo’s goal with respect to the Underlying Funds is to construct and manage diversified portfolios in a risk-aware manner. Each discretionary Money Manager for an Underlying Fund in effect performs the function of an individual portfolio manager who is responsible for selecting portfolio securities for the portion of the Underlying Fund assigned to it by RIMCo (each, a “segment”) in accordance with the Underlying Fund’s applicable investment objective, policies and restrictions, any constraints placed by RIMCo upon their selection of portfolio securities and the Money Manager’s specified role in an Underlying Fund. For each Underlying Fund, RIMCo is responsible for, among other things, communicating performance expectations to each Money Manager; supervising compliance by each Money Manager with each Underlying Fund’s investment objective and policies; authorizing Money Managers to engage in or provide recommendations with respect to certain investment strategies for an Underlying Fund; and recommending annually to the Board whether portfolio management contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of portfolio management contracts, RIMCo is responsible for recommending to the Board additions of new Money Managers or replacements of existing Money Managers at any time when, based on RIMCo’s research and ongoing review and analysis, such actions are appropriate. RIMCo may impose specific investment or strategy

constraints from time to time for each Money Manager intended to capitalize on the strengths of that Money Manager or to coordinate the investment activities of Money Managers for an Underlying Fund in a complementary manner. Therefore, RIMCo’s selection of Money Managers is made not only on the basis of performance considerations but also on the basis of anticipated compatibility with other Money Managers in the same Underlying Fund. In light of the foregoing, the overall performance of each Underlying Fund over appropriate periods has reflected, in great part, the performance of RIMCo in designing the Underlying Fund’s investment program, structuring an Underlying Fund, selecting an effective Money Manager with a particular investment style or sub-style for a segment that is complementary to the styles of the Money Managers of other Underlying Fund segments, and allocating assets among the Money Managers or their strategies in a manner designed to achieve the objectives of the Underlying Fund.

The Board considered that the prospectuses for the Funds and the Underlying Funds and other public disclosures emphasize to investors RIMCo’s role as the principal investment manager for each Underlying Fund, rather than the investment selection role of the Underlying Funds’ Money Managers, and describe the manner in which the Funds or Underlying Funds operate so that investors may take that information into account when deciding to purchase shares of any such Fund. The Board further considered that Fund investors in pursuing their investment goals and objectives likely purchased their shares on the basis of this information and RIMCo’s reputation for and performance record in managing the Underlying Funds’ manager-of-managers structure.

The Board also considered the demands and complexity of managing the Underlying Funds pursuant to the manager-of-managers structure, the special expertise of RIMCo with respect to the manager-of-managers structure of the Underlying Funds and the likelihood that, at the current expense ratio of each Underlying Fund, there would be no acceptable alternative investment managers to replace RIMCo on comparable terms given the need to continue the manager-of-managers strategy of such Underlying Fund selected by shareholders in purchasing their shares of a Fund or Underlying Fund.

In addition to these general factors relating to the manager-of-managers structure of the Underlying Funds, the Trustees considered, with respect to each Fund and Underlying Fund, various specific factors in evaluating renewal of the RIMCo Agreements, including the following:

In evaluating the nature, scope and overall quality of the investment management and other services provided, and which are expected to be provided, to the Funds, including Fund portfolio management services, the Board discussed with senior representatives of RIMCo the impact on the Funds’ operations of changes in RIMCo’s senior management and other personnel providing investment management and other services to the Funds during the past year. The Board was not advised of any expected diminution in the nature, scope or quality of the investment advisory or other services provided to the Funds or the Underlying Funds from such changes. The Board also discussed the impact of organizational changes on the compliance programs of the Funds, the Underlying Funds and RIMCo with the Funds’ Chief Compliance Officer (the “CCO”) and received assurances from the CCO that such changes have not resulted in any diminution in the scope and quality of the compliance programs of the Funds or the Underlying Funds.

would be required to consider the approval of the terms and conditions of a replacement agreement (“Replacement Management Agreement”) for the RIMCo Agreements and thereafter to submit the Replacement Management Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. At the Agreement Evaluation Meeting, the Board was advised by RIMCo that NM had entered into exclusive discussions with London Stock Exchange Group plc (“LSEG”) regarding a possible Transaction. At both of the Meetings, the Board discussed with RIMCo the need to assure continuity of services required for the Funds’ operations.

As noted above, RIMCo, in addition to managing the investment of each Underlying Fund’s cash, may directly manage a portion of certain Underlying Funds (the “Participating Underlying Funds”) pursuant to the RIMCo Agreements, the actual allocation being determined from time to time by the Participating Underlying Funds’ RIMCo portfolio manager. Beginning in 2012, RIMCo implemented a strategy of managing a portion of the assets of the Participating Underlying Funds to modify such Funds’ overall portfolio characteristics by investing in securities or other instruments that RIMCo believes will achieve the desired risk/return profiles for such Participating Underlying Funds. RIMCo monitors and assesses Participating Underlying Fund characteristics, including risk, using a variety of measurements, such as tracking error, and may seek to manage Participating Underlying Fund characteristics consistent with the Funds’ investment objectives and strategies. For U.S. equity Participating Underlying Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry or sector). For non-U.S. equity, global infrastructure and global real estate Participating Underlying Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector or region). For fixed-income and alternative Participating Underlying Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as sector, industry, currency, credit or mortgage exposure or country risk, yield curve positioning, or interest rates). For all Funds, fund characteristics may be managed to offset undesired relative over or underweights in order to seek to achieve the desired risk/return profile for each Participating Underlying Fund. RIMCo may use an index replication or sampling strategy by selecting an index which represents the desired exposure, or may utilize quantitative or qualitative analysis or quantitative models designed to assess Participating Underlying Fund characteristics and identify a portfolio which provides the desired exposure. Based on this, for the portion of a Participating Underlying Fund’s assets directly managed by RIMCo, RIMCo may invest in common stocks, exchange-traded funds, exchange-traded notes, REITs, short-term investments and/or derivatives, including futures, forwards, options and/or swaps, in order to seek to achieve the desired risk/return profile for the Participating Underlying Fund. Derivatives may be used to take long or short positions. In addition, RIMCo may choose to use the cash equitization process to manage Participating Underlying Fund characteristics in order to seek to achieve the

desired risk/return profile for the Participating Underlying Fund. RIMCo also may manage Participating Underlying Fund assets directly to effect a Participating Underlying Fund’s investment strategies. RIMCo’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” RIMCo also may reallocate Underlying Fund assets among Money Managers, increase Underlying Fund cash reserves or determine not to be fully invested. RIMCo’s Direct Management Services generally are not intended to be a primary driver of Participating Underlying Funds’ investment results, although the services may have a positive or negative impact on investment results, but rather are intended to enhance incrementally the ability of Participating Underlying Funds to carry out their investment programs. At the Meetings, RIMCo advised the Board of a likely expansion of its Direct Management Services. In connection with this expansion, RIMCo stated that it may provide Direct Management Services to additional Underlying Funds and expected that a larger portion of certain Underlying Funds will be managed directly by RIMCo pursuant to the Direct Management Services. Additional Underlying Funds to be managed pursuant to the Direct Management Services may include some or all fixed income Underlying Funds. The Board considered that during the period, and to the extent that RIMCo employs its Direct Management Services other than via the cash equitization process in respect of Participating Underlying Funds, RIMCo is not required to pay investment advisory fees to a Money Manager with respect to Participating Underlying Fund assets that are directly managed and that the profits derived by RIMCo generally and from the Participating Underlying Funds consequently may be increased incrementally, although RIMCo may incur additional costs in providing Direct Management Services. The Board, however, also considered the potential benefits of the Direct Management Services to Participating Underlying Funds and the Funds; the limited amount of assets that to the date of the Meetings were being managed directly by RIMCo pursuant to the Direct Management Services; and the fact that the aggregate Advisory Fees paid by the Participating Underlying Funds are not increased as a result of RIMCo’s direct management of Participating Underlying Fund assets as part of the Direct Management Services or otherwise.

In evaluating the reasonableness of the Funds’ and Underlying Funds’ Advisory Fees in light of Fund and Underlying Fund performance, the Board considered that, in the Agreement Evaluation Information and at past meetings, RIMCo noted differences between the investment strategies of certain Underlying Funds and their respective Comparable Funds in pursuing their investment objectives. The Board noted RIMCo’s further past advice that the strategies pursued by the Underlying Funds, among other things, are intended to result in less volatile, more moderate returns relative to each Underlying Fund’s performance benchmark rather than more volatile, more extreme returns that its Comparable Funds may experience over time.

RIMCo and the advisers to such Fund’s Comparable Funds). The Third-Party Information, among other things, showed that each Fund had an Advisory Fee which, compared with its Comparable Funds’ investment advisory fees on an actual basis, was ranked in the first quintile of its Expense Universe for that expense component. In these rankings, the first quintile represents funds with the lowest investment advisory fees among funds in the Expense Universe and the fifth quintile represents funds with the highest investment advisory fees among the Expense Universe funds. The comparisons were based upon the latest fiscal years for the Expense Universe funds.

In discussing the Advisory Fees for the Underlying Funds generally, RIMCo noted, among other things, that its Advisory Fees for the Underlying Funds encompass services that may not be provided by investment advisers to the Underlying Funds’ Comparable Funds, such as cash equitization and management of portfolio transition costs when Money Managers are added, terminated or replaced. RIMCo also observed that its “margins” in providing investment advisory services to the Underlying Funds tend to be lower than competitors’ margins because of the demands and complexities of managing the Underlying Funds’ manager-of-managers structure, including RIMCo’s payment of a significant portion of the Underlying Funds’ Advisory Fees to their Money Managers. RIMCo expressed the view that Advisory Fees should be considered in the context of a Fund’s or Underlying Fund’s total expense ratio to obtain a complete picture. The Board, however, considered each Fund’s and Underlying Fund’s Advisory Fee on both a standalone basis and in the context of the Fund’s or Underlying Fund’s total expense ratio.

Based upon information provided by RIMCo, the Board considered for each Fund and Underlying Fund whether economies of scale have been realized and whether the Advisory Fee for such Fund or Underlying Fund appropriately reflects or should be revised to reflect any such economies. The Funds are distributed exclusively through variable annuity and variable life insurance contracts issued by insurance companies. Currently, the Funds are made available to holders of such insurance policies (“Insurance Contract Holders”) by two insurance companies. At the Meetings, RIMCo advised the Board that it does not expect that additional insurance companies will make the Funds available to their variable annuity or variable life insurance policyholders in the near or long term because of a declining interest by the insurance companies generally in variable insurance trusts, such as the Funds, as investment vehicles supporting their products. Notwithstanding this expectation, RIMCo expressed its belief that the Funds will remain viable in light of their cash inflows from current participating insurance companies.

The Board considered, among other things, the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Underlying Funds, including the variability of Money Manager investment advisory fees.

The Board also considered, as a general matter, that fees payable to RIMCo by institutional clients with investment objectives similar to those of the Funds, the Underlying Funds and Other Russell Funds are lower, and, in some cases, may be substantially lower, than the rates paid by the Funds, the Underlying Funds and Other Russell Funds. The Trustees considered the differences in the nature and scope of services RIMCo provides to institutional clients and the Funds and the Underlying Funds. RIMCo explained, among other things, that institutional clients have fewer compliance, administrative and other needs than the Funds and the Underlying Funds. RIMCo also noted that since the Funds and the Underlying Funds must constantly issue and redeem their shares, they are more difficult to manage than institutional accounts, where assets are relatively stable. In addition, RIMCo noted that the Funds and the Underlying Funds are subject to heightened regulatory requirements relative to institutional clients. The Board noted that RIMCo provides office space and facilities to the Funds and the Underlying Funds and all of the Funds’ and Underlying Funds’ officers. Accordingly, the Trustees concluded that the services provided to the Funds and Underlying Funds are sufficiently different from the services provided to the other clients that comparisons are not probative and should not be given significant weight.

With respect to the Funds’ total expenses, the Third-Party Information showed that the total expenses for the Growth Strategy Fund and Equity Growth Strategy Fund were ranked in the fourth quintile of its Expense Universe. The total expenses for the Moderate Strategy Fund ranked in the second quintile of its Expense Universe, and the total expenses for the Balanced Strategy Fund ranked in the third quintile of its Expense Universe. In these rankings, the first quintile represents the funds with the lowest total expenses among funds in the Expense Universe and the fifth quintile represents funds with the highest total expenses among the Expense Universe funds.

The Board considered RIMCo’s explanation of the rankings and its advice that the total expenses of the Growth Strategy Fund were less than 5 basis points from the third quintile of its Expense Universe. With respect to the Equity Growth Strategy Fund, the Board considered RIMCo’s explanation that the Fund has a larger allocation to non-U.S. equity securities and alternative investments than its

Comparable Funds. Non-U.S. equity funds and alternative investments funds generally have higher expense ratios than U.S. equity and fixed income funds. The Equity Growth Strategy Fund’s higher allocations to non-U.S. equity and alternative investments, and the resulting higher indirect expenses of the Underlying Fund, made meaningful comparisons with its Comparable Funds difficult.

On the basis of the Agreement Evaluation Information, and other information previously received by the Board from RIMCo during the course of the current year or prior years, or presented at or in connection with the Meetings by RIMCo, the Board, in respect of each Fund and Underlying Fund, found, after giving effect to any applicable waivers and/or reimbursements and considering any differences in the composition and investment strategies of their respective Comparable Funds, (1) the Advisory Fee charged by RIMCo was reasonable in light of the nature, scope and overall quality of the investment management and other services provided, and expected to be provided, to the Funds or Underlying Funds; (2) the relative expense ratio of each Fund and Underlying Fund either was comparable to those of its Comparable Funds or RIMCo had provided an explanation satisfactory to the Board as to why the relative expense ratio was not comparable to those of its Comparable Funds; (3) RIMCo’s methodology of allocating expenses of operating funds in the complex was reasonable; (4) other benefits and fees received by RIMCo or its affiliates from the Funds or Underlying Funds were not excessive; (5) RIMCo’s profitability with respect to the Funds and each Underlying Fund was not excessive in light of the nature, scope and overall quality of the investment management and other services provided by RIMCo; and (6) the Advisory Fee charged by RIMCo appropriately reflects any economies of scale realized by such Fund or Underlying Fund in light of various factors, including the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Underlying Funds, including the variability of Money Manager investment advisory fees as well as the possible discontinuation of NM’s participation in the Funds.

The Board concluded that, under the circumstances and based on RIMCo’s performance information and reviews for each Fund and Underlying Fund, the performance of each of the Funds would be consistent with continuation of its RIMCo Agreement. The Board, in assessing the performance of Funds and Underlying Funds with at least three years of performance history, focused upon performance for the 3-year period ended December 31, 2013 as most relevant but also considered the Funds’ and Underlying Funds’ performance for the 1- year and, where applicable, 5-year periods ended such date. In reviewing the performance of the Funds and the Underlying Funds generally, the Board took into consideration the various steps taken by RIMCo beginning in 2012 to enhance the performance of certain Underlying Funds, including changes in Money Managers, and, in the case of Participating Underlying Funds, RIMCo’s implementation of its Direct Management Services, which may not yet be fully reflected in Participating Underlying Fund and Fund investment results.

With respect to the Moderate Strategy Fund and the Equity Growth Strategy Fund, the Third-Party Information showed that each Fund’s performance was ranked in the fifth quintile of its Performance Universe for the 1-, 3- and 5-year periods ended December 31, 2013.

With respect to the Balanced Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the third quintile of its Performance Universe for the 5-year period ended December 31, 2013, but was ranked in the fourth quintile of its Performance Universe for each of the 1- and 3-year periods ended such date.

With respect to the Growth Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for each of the 1- and 5-year periods ended December 31, 2013, and ranked in the fifth quintile of its Performance Universe for the 3-year period ended such date.

The Board considered RIMCo’s explanation that the underperformance of the Funds relative to their respective peer groups was mainly due to asset allocation differences. RIMCo noted, among other things, that the Equity Growth Strategy Fund tends to have a higher allocation to fixed income and a lower allocation to equities than its Comparable Funds, and that equities have largely outperformed fixed income over the 3-year period. RIMCo also explained that each of the Funds tends to hold more diversified growth-oriented assets beyond traditional equities (such as global real estate, infrastructure, commodities, global high yield debt, emerging market debt, and hedge fund strategies), which have lagged in the strong equity markets. This exposure, according to RIMCo, is intended to provide diversification benefits and dampen volatility.

The Board also considered that in January 2014, the Funds implemented a change in strategic asset allocations, which decreased positions in core fixed income, international developed equity and commodities, and increased positions in small cap, emerging markets and infrastructure. According to RIMCo, these changes brought the Funds’ allocations directionally closer towards the average equity and fixed income allocations of the Comparable Funds, although the Funds continue to maintain more diversified growth asset exposure and a larger globally diversified equity allocation than their Comparable Funds.

In evaluating performance, the Board considered each Fund’s and Underlying Fund’s absolute performance and performance relative to appropriate benchmarks and indices in addition to such Fund’s performance relative to its Comparable Funds. In assessing the Funds’ performance relative to their Comparable Funds or benchmarks or in absolute terms, the Board also considered RIMCo’s stated investment strategy of managing the Underlying Funds in a risk-aware manner. The Board also considered the Underlying Fund Money Manager changes that have been

made since 2012 and that the performance of Money Managers continues to impact Fund and Underlying Fund performance for periods prior and subsequent to their termination, and that any incremental positive or negative impact of the Direct Management Services to Participating Underlying Funds, which continue to evolve in nature and scope, was not yet fully reflected in the investment results of the Participating Underlying Funds or the Funds. Lastly, the Board considered potential new strategies discussed at the Meetings and prior Board meetings that may be employed by RIMCo in respect of certain Underlying Funds.

After considering the foregoing and other relevant factors, the Board concluded in respect of each Fund and Underlying Fund that continuation of its RIMCo Agreement would be in the best interests of such Fund and its shareholders and voted to approve the continuation of each RIMCo Agreement.

At the Meetings, with respect to the evaluation of the terms of portfolio management contracts with Money Managers for the Underlying Funds, the Board received and considered information from RIMCo reporting, among other things, for each Money Manager, the Money Manager’s performance over various periods; RIMCo’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Funds’ and Underlying Funds’ underwriter; and RIMCo’s recommendation to retain the Money Manager at the current fee rate, to retain the Money Manager at a reduced fee rate or to terminate the Money Manager. The Board received reports during the course of the year from the Funds’ CCO regarding her assessments of Money Manager compliance programs and any compliance issues. RIMCo did not identify any benefits received by Money Managers or their affiliates as a result of their relationships with the Underlying Funds other than benefits from their soft dollar arrangements. The Agreement Evaluation Information described, and at the Meetings the Funds’ CCO discussed, oversight of Money Manager soft dollar arrangements. The Agreement Evaluation Information expressed RIMCo’s belief that, based upon certifications from Money Managers and pre-hire and ongoing reviews of Money Manager soft dollar arrangements, policies and procedures, the Money Managers’ soft dollar arrangements, policies and procedures are consistent with applicable legal standards and with disclosures made by Money Managers in their investment adviser registration statements filed with the Securities and Exchange Commission and by the Underlying Funds in their registration statements. The Board was advised that, in the case of Money Managers using soft dollar arrangements, the CCO monitors, among other things, the commissions paid by the Underlying Funds and percentage of Underlying Fund transactions effected pursuant to the soft dollar arrangements, as well as the products or services purchased by the Money Managers with soft dollars generated by Underlying Fund portfolio transactions. The CCO and RIMCo do not obtain, and the Agreement Evaluation Information therefore did not include, information regarding the value of soft dollar benefits derived by Money Managers from Underlying Fund portfolio transactions. At the Agreement Evaluation Meeting, RIMCo noted that it planned to

recommend termination of certain Money Managers to the Board at the May 2014 meeting. RIMCo recommended that each of the other Money Managers be retained at its current or a reduced fee rate. In doing so, RIMCo, as it has in the past, advised the Board that it does not regard Money Manager profitability as relevant to its evaluation of the portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo is aware of the standard fee rates charged by Money Managers to other clients; and RIMCo believes that the fees agreed upon with Money Managers are reasonable in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIMCo’s explanation of the relevance of Money Manager profitability in light of RIMCo’s belief that such fees are reasonable; the Board’s findings as to the reasonableness of the Advisory Fee paid by each Fund and Underlying Fund; and the fact that each Money Manager’s fee is paid by RIMCo.

Based substantially upon RIMCo’s recommendations, together with the Agreement Evaluation Information, the Board concluded that the fees paid to the Money Managers of each Underlying Fund are reasonable in light of the quality of the investment advisory services provided and that continuation of the portfolio management contract with each Money Manager of each Underlying Fund would be in the best interests of such Underlying Fund and its shareholders.

In their deliberations, the Trustees did not identify any particular information as to the RIMCo Agreements or, other than RIMCo’s recommendation, the portfolio management contract with any Money Manager for an Underlying Fund that was all-important or controlling and each Trustee attributed different weights to the various factors considered. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made in respect of each Fund and Underlying Fund.

Subsequent to the Agreement Evaluation Meeting, the Board received a proposal from RIMCo at a meeting held on May 20, 2014 to effect Money Manager changes for the Russell Investment Company Russell Investment Grade Bond Fund, Russell Short Duration Bond Fund, Russell U.S. Dynamic Equity Fund and Russell Global Opportunistic Credit Fund and the Russell Investment Funds Global Real Estate Securities Fund and Multi-Style Equity Fund, and at that same meeting to effect a Money Manager change for the Aggressive Equity Fund resulting from a Money Manager change of control for one of the Underlying Fund’s Money Managers. In the case of each proposed change, the Trustees approved the terms of the proposed portfolio management contract based upon RIMCo’s recommendation to hire the Money Manager at the proposed fee rate; information as to reason for the proposed change; information as to the Money Manager’s role in the management of the Underlying Fund’s investment portfolio (including the amount of Underlying Fund assets to be allocated to the Money Manager) and RIMCo’s evaluation of the anticipated quality of the investment advisory services to be provided by the Money

Manager; information as to any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Underlying Fund’s underwriter; the CCO’s evaluation of the Money Manager’s compliance program, policies and procedures, and certification that they were consistent with applicable legal standards; RIMCo’s explanation as to the lack of relevance of Money Manager profitability to the evaluation of portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo’s awareness of the standard fee rates charged by the Money Manager to other clients; RIMCo’s belief that the proposed investment advisory fees would be reasonable in light of the anticipated quality of investment advisory services to be rendered; the increase or decrease in aggregate Money Manager fees to be paid by RIMCo from its Advisory Fee as a result of the engagement of the Money Manager; and the expected costs of transitioning Underlying Fund assets to the Money Manager. The Trustees also considered their findings at the Agreement Evaluation Meeting as to the reasonableness of the aggregate Advisory Fees paid by the Underlying Funds, and the fact that the aggregate Advisory Fees paid by the Underlying Funds would not increase as a result of the implementation of the proposed Money Manager changes because the Money Managers’ investment advisory fees are paid by RIMCo.

As of ~~June 30, 2014,~~[ ], the following shareholders were beneficial owners of the percentages of outstanding shares of the Funds indicated below.

The undersigned, revoking previous proxies, hereby appoint(s) Rick Chase, Jessica Gates, ~~Sareena Khwaja-Dixon, Mary Killgrove,~~ Cheryl Wichers, Mark Swanson and Kari Seabrands, each with full power of substitution and revocation, to vote all shares of the Fund(s) which the undersigned is entitled to vote at the Special Meeting of Shareholders of Russell Investment Funds (the “Trust”) to be held at ~~11:00~~ :a.m./p.m., Pacific Time, on ~~November 3, 2014,~~, 2016, at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, and at any adjournment thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votes and acts, by that one. This proxy shall be voted on the ~~Proposals~~Proposal described in the Proxy Statement as specified on the reverse side.

This proxy will, when properly executed, be voted as directed herein by the signing shareholder(s). If no contrary direction is given when the duly executed proxy is returned, this proxy will be voted FOR the ~~Proposals~~Proposal and will be voted in the appointed proxies’ discretion upon such other business as may properly come before the Meeting.

Receipt of the Notice of Special Meeting of Shareholders and the accompanying Proxy Statement is hereby acknowledged.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting:

The Notice of Special Meeting of Shareholders and Proxy Statement are available atwww.2voteproxy.com/~~Russell~~russell.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF ~~EACH~~THE PROPOSAL.

The undersigned, revoking any previously executed voting instruction cards, hereby directs the Insurance Company to vote all shares of the Fund(s) listed on the reverse side of this card in which the undersigned had an interest as a policy owner on ~~August 25, 2014,~~, 2016, at the Special Meeting of Shareholders of Russell Investment Funds (the “Trust”), to be held at ~~11:00~~ :a.m./p.m., Pacific Time, on ~~November 3, 2014,~~, 2016, at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, and at any adjournment thereof. Receipt of the related proxy statement and accompanying Notice of Special Meeting that describes the matters to be considered and voted on is hereby acknowledged.

If you fail to return this Voting Instruction Card, depending on your separate account, the Insurance Company will vote all shares of the Fund(s) attributable to your account value in proportion to the votes of policy owners allocating assets to such Fund for which voting instructions are received by the Insurance Company.

Shares will be voted in the manner specified in this Voting Instruction Card when properly executed and delivered. If no direction is made when the duly executed Voting Instruction Card is returned, the Insurance Company will vote in favor of the ~~Proposals.~~Proposal.

THE INSURANCE COMPANY IS AUTHORIZED TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE MARK, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting:

The Notice of Special Meeting of Shareholders and Proxy Statement are available atwww.2voteproxy.com/~~Russell~~russell.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF ~~EACH~~THE PROPOSAL.


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~~Proposal Number~~	~~Proposal Description~~	~~Funds~~
1	Approval of a new investment advisory agreement between each Fund and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (the “Post-Transaction Agreement”), as a result of a transaction involving the sale of RIMCo’s parent company (the “Transaction”)	~~All Funds (voting separately)~~
2	Approval of a new investment advisory agreement between each Fund and RIMCo that reflects updated terms and, if approved by shareholders, will go into effect in lieu of the Post-Transaction Agreement following the Transaction or, if the Transaction is not consummated, will replace the Fund’s existing investment advisory agreement (the “New Agreement”)	~~All Funds (voting separately)~~


Multi-Style Equity Fund		Moderate Strategy Fund
Aggressive Equity Fund		Balanced Strategy Fund
Global Real Estate Securities Fund		Growth Strategy Fund
Non-U.S. Fund		Equity Growth Strategy Fund
Core Bond Fund


Multi-Style Equity Fund		Moderate Strategy Fund
Aggressive Equity Fund		Balanced Strategy Fund
Global Real Estate Securities Fund		Growth Strategy Fund
Non-U.S. Fund		Equity Growth Strategy Fund
Core Bond Fund


Introduction and Voting Information		1

Discussion of ~~Proposals~~		7
	Proposal ~~1: Approval of a Post-Transaction Investment Advisory Agreement for the Funds~~	76

~~Proposal 2: Approval of a New Investment Advisory Agreement for the Funds~~Other Information		2140
~~Other Information~~			38
Instructions for Signing Proxy Cards and Voting Instruction Cards		5051

Index of Exhibits and Appendices to Proxy Statement		5152

Exhibit A	Form of Investment Advisory Agreement~~(Post-Transaction~~ ~~Agreement)~~	Exhibit A-1

Exhibit B	~~Form of~~ Investment Advisory ~~Agreement (New Agreement)~~Fees Paid by the Funds	Exhibit B-1

Exhibit C	~~Investment Advisory Fee Rates~~Additional Information about RIMCo and its Affiliates	Exhibit C-1

~~Exhibit D~~Appendix A	~~Investment Advisory Fees Paid by the Funds~~	~~Exhibit D-1~~
~~Exhibit E~~	~~Date of Existing Agreement~~	~~Exhibit E-1~~
~~Exhibit F~~	~~Additional Information about RIMCo and its Affiliates~~	~~Exhibit F-1~~
~~Exhibit G~~	~~Approval of Existing Agreement~~	~~Exhibit G-1~~
~~Appendix A~~	Fund Shares Outstanding as of ~~August 1, 2014~~[ ]	Appendix A-1

Appendix B	5% Beneficial Owners of Fund Shares ~~as of June 30, 2014~~	Appendix B-1


~~Advisory and Other Services~~

~~Other Agreements~~ RIMCo will, among other things, appoint one or more persons or companies (“Money Managers”) for each of the Funds, which will have full investment discretion and will make all determinations with respect to the assets of the Fund assigned to it. In this regard, RIMCo will provide oversight of the Money Managers and recommendations to the Board as to the hiring and termination of Money Managers. RIMCo will also have full investment discretion to make determinations with respect to investment of Fund assets not assigned to a Money Manager. RIMCo will also provide certain information for the preparation of registration statements, reports, and other documents required by federal and state securities laws. ~~(Section 2)~~		~~New Agreement~~ RIMCo will, subject to the general supervision of the Board, manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, RIMCo will, among other things, provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information included as part of the Trust’s registration statement filed with the SEC, and will determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as cash. RIMCo will also provide certain information for the preparation of registration statements, reports, and other documents required by federal and state securities laws. ~~The New Agreement contains various details, in addition to those set forth above, regarding the services to be performed by RIMCo.~~ ~~(Sections 2, 5)~~


Investment Adviser		RIMCo

Administrator		~~Russell Fund Services Company (“RFSC”)~~RFSC

Transfer and Dividend Disbursing Agent		RFSC

Custodian and Portfolio Accountant		State Street Bank and Trust Company (“State Street”)

Distributor		~~Russell Financial Services, Inc. (“RFS”)~~RFS


Corporate Accounts		Valid Signature
ABC Corp.		ABC Corp. (by John Doe, Treasurer)
ABC Corp.		John Doe, Treasurer
ABC Corp. c/o John Doe, Treasurer.		John Doe
ABC Corp. Profit Sharing Plan.		John Doe, Trustee

Trust Accounts
ABC Trust		Jane B. Doe, Trustee
Jane B. Doe, Trustee u/t/d 12/28/78		Jane B. Doe

Custodial or Estate Accounts
John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA		John B. Smith
John B. Smith		John B. Smith, Jr., Executor


Exhibit A	Form of Investment Advisory Agreement~~(Post-Transaction~~ ~~Agreement)~~		~~Exhibit A-1~~
~~Exhibit B~~	~~Form of Investment Advisory Agreement (New Agreement)~~ Exhibit A-1
Exhibit B		~~Exhibit B-1~~
~~Exhibit C~~	~~Investment Advisory Fee Rates~~		~~Exhibit C-1~~
~~Exhibit D~~	Investment Advisory Fees Paid by the Funds		~~Exhibit D-1~~
~~Exhibit E~~	~~Date of Existing Agreement~~ Exhibit B-1
Exhibit C		~~Exhibit E-1~~
~~Exhibit F~~	Additional Information about RIMCo and its Affiliates		~~Exhibit F-1~~
~~Exhibit G~~	~~Approval of Existing Agreement~~ Exhibit C-1
Appendix A		~~Exhibit G-1~~
~~Appendix A~~	Fund Shares Outstanding as of ~~August 1, 2014~~		~~Appendix A-1~~
~~Appendix B~~[ ]	Appendix A-1
Appendix B	5% Beneficial Owners of Fund Shares ~~as of June 30, 2014~~		Appendix B-1


~~Attest:~~						~~RUSSELL INVESTMENT~~ ~~MANAGEMENT COMPANY~~

~~By:~~						~~By:~~


Fund	Asset Level		Fee
Multi-Style Equity Fund		All assets		0.73	%
Aggressive Equity Fund		All assets		0.90	%
~~Global Real Estate Securities Fund~~		~~All assets~~		~~0.80~~	%
Non-U.S. Fund		All assets		0.90	%
Core Bond Fund		All assets		0.55	%
Global Real Estate Securities Fund		All assets		0.80	%
Moderate Strategy Fund		All assets		0.20	%
Balanced Strategy Fund		All assets		0.20	%
Growth Strategy Fund		All assets		0.20	%
Equity Growth Strategy Fund		All assets		0.20	%


Fund	Gross Advisory Fees Paid to RIMCo		Advisory Fees Waived/Amounts Reimbursed by RIMCo		Net Advisory Fees Paid to RIMCo		Gross Advisory Fees Paid to RIMCo (USD)		Advisory Fees Waived/ Amounts Reimbursed by RIMCo (USD)			Net Advisory Fees Paid to RIMCo (USD)
Multi-Style Equity Fund	$	3,177,534	$	—	$	3,177,534		3,497,189		—			3,497,189
Aggressive Equity Fund		1,910,412		106,134		1,804,278		2,171,186		(41,219	)		2,129,967
Global Real Estate Securities Fund		5,194,702		—		5,194,702		6,297,949		—			6,297,949
Non-U.S. Fund		3,444,343		191,352		3,252,991		3,432,744		(64,093	)		3,368,651
Core Bond Fund		3,920,971		356,452		3,564,519		4,757,391		(257,554	)		4,499,837
Moderate Strategy Fund		200,153		249,674		—		224,233		(243,474	)		(19,239	)
Balanced Strategy Fund		559,471		589,561		—		616,359		(560,254	)		56,105
Growth Strategy Fund		336,076		374,026		—		418,949		(388,011	)		30,938
Equity Growth Strategy Fund		90,068		141,680		—		102,297		(143,857	)		(41,560	)


~~Fund~~	~~Date of Existing~~ ~~Agreement~~
~~Multi-Style Equity Fund~~		~~January 1, 2008~~
~~Aggressive Equity Fund~~		~~January 1, 2008~~
~~Global Real Estate Securities Fund~~		~~January 1, 2008~~
~~Non-U.S. Fund~~		~~January 1, 2008~~
~~Core Bond Fund~~		~~January 1, 2008~~
~~Moderate Strategy Fund~~		~~January 1, 2008~~
~~Balanced Strategy Fund~~		~~January 1, 2008~~
~~Growth Strategy Fund~~		~~January 1, 2008~~
~~Equity Growth Strategy Fund~~		~~January 1, 2008~~


Name	Title	Principal Occupation
Jeffrey T. Hussey	Chairman of the Board of Directors, President and Chief Executive Officer	See the Proxy Statement under “Officers of the Trust”

Ron Bundy	Director	Chief Executive Officer of Russell Indexes

Sandra Cavanaugh	Director	See the Proxy Statement under “Officers of the Trust”

Mark E. Swanson	Director	See the Proxy Statement under “Officers of the Trust”

Kenneth Willman	Director	Chief Legal Officer of FRC


Fund	Net Assets as of August 1, 2014		Advisory Fee Rate			Waiver/Reduction of Fees?	Net Assets as of 1/4/2016 (USD)		Current Advisory Fee Rate*			Waiver/Reduction of Fees?
Russell Global Real Estate Securities Fund (a series of Russell Investment Company (“RIC”))	$	1,806,171,898.76		0.80	%	No
Russell Global Real Estate Securities Fund (a series of RIC)								1,434,477,322.43		0.80	%	N/A

Russell U.S. Core Equity Fund (a series of RIC)	$	1,819,276,021.56		0.55	%	No		823,938,369.01		0.55	%	N/A

Russell International Developed Markets Fund (a series of RIC)	$	4,201,898,665.08		0.70	%	No		2,607,545,106.05		0.70	%	N/A

Russell U.S. Small Cap Equity Fund (a series of RIC)	$	42,337,733,710.71		0.70	%	No		1,924,923,364.51		0.70	%	N/A

Russell Strategic Bond Fund (a series of RIC)	$	7,309,213,649.10		0.50	%	No		5,900,320,551.38		0.50	%	Yes (contractual waiver/reimbursement agreement)

Moderate Strategy Fund (a series of RIC)	$	871,675,329.17		0.20	%	Yes (contractual waiver/reimbursement agreement)		650,408,319.94		0.20	%	Yes (contractual waiver/reimbursement agreement)

Balanced Strategy Fund (a series of RIC)	$	3,655,585,446.09		0.20	%	Yes (contractual waiver/reimbursement agreement)		2,762,283,915.96		0.20	%	Yes (contractual waiver/reimbursement agreement)

Growth Strategy Fund (a series of RIC)	$	2,332,972,810.42		0.20	%	Yes (contractual waiver/reimbursement agreement)		1,751,182,724.93		0.20	%	Yes (contractual waiver/reimbursement agreement)

Equity Growth Strategy Fund (a series of RIC)	$	973,751,801.12		0.20	%	Yes (contractual waiver/reimbursement agreement)		720,220,112.96		0.20	%	Yes (contractual waiver/reimbursement agreement)


Fund Name	RIMCo/Money Manager	Affiliated Broker	2013 Total (USD)		Percent of Fund’s Commission			Percent of Fund’s Principal
Multi-Style Equity Fund
	RIMCo
		Russell Implementation Services, Inc.		2,513		0.679	%		0.674	%

Total:				2,513		0.679	%		0.674	%

Non-U.S. Fund
	Pzena Investment Management, LLC
		Russell Implementation Services, Inc.		590		0.213	%		0.049	%
	RIMCo
		Russell Implementation Services, Inc.		17,247		6.238	%		5.202	%

Total:				17,837		6.451	%		5.251	%

Global Real Estate Securities Fund
	RIMCo
		Russell Implementation Services, Inc.		40,762		4.043	%		4.703	%

Total:				40,762		4.043	%		4.703	%


Fund	Gross Administrative Fees Paid to RFSC
Multi-Style Equity Fund	$	217,605
Aggressive Equity Fund		106,117
Global Real Estate Securities Fund		324,613
Non-U.S. Fund		191,320
Core Bond Fund		356,391
Moderate Strategy Fund		50,030
Balanced Strategy Fund		139,844
Growth Strategy Fund		84,006
Equity Growth Strategy Fund		22,513


Fund	Gross Administrative Fees Paid to RFSC (USD)
Multi-Style Equity Fund		239,534
Aggressive Equity Fund		120,621
Global Real Estate Securities Fund		393,622
Non-U.S. Fund		190,708
Core Bond Fund		432,491
Moderate Strategy Fund		47,650
Balanced Strategy Fund		130,976
Growth Strategy Fund		89,027
Equity Growth Strategy Fund		21,738


Fund	Gross Transfer Agency Fees Paid to RFSC
Multi-Style Equity Fund	$	19,152
Aggressive Equity Fund		9,340
Global Real Estate Securities Fund		28,571
Non-U.S. Fund		16,839
Core Bond Fund		31,368
Moderate Strategy Fund		4,403
Balanced Strategy Fund		12,308
Growth Strategy Fund		7,394
Equity Growth Strategy Fund		1,981


Fund	Gross Transfer Agency Fees Paid to RFSC (USD)
Multi-Style Equity Fund		21,079
Aggressive Equity Fund		10,615
Global Real Estate Securities Fund		34,639
Non-U.S. Fund		16,782
Core Bond Fund		38,059
Moderate Strategy Fund		4,933
Balanced Strategy Fund		13,560
Growth Strategy Fund		9,217
Equity Growth Strategy Fund		2,251


Fund Name	Shares Outstanding
Multi-Style Equity Fund		~~24,678,778.484~~[	]
Aggressive Equity Fund		~~16,173,961.546~~[	]
Global Real Estate Securities Fund		~~46,375,592.750~~[	]
Non-U.S. Fund		~~32,790,524.452~~[	]
Core Bond Fund		~~74,816,474.569~~[	]
Moderate Strategy Fund		~~10,466,069.006~~[	]
Balanced Strategy Fund		~~29,726,219.191~~[	]
Growth Strategy Fund		~~19,738,833.183~~[	]
Equity Growth Strategy Fund		~~5,339,894.112~~[	]


Name and Address of Beneficial Owner		Number of Shares		Percentage of Fund Owned


Name and Address of Beneficial Owner	Number of Shares		Percentage of Class Owned
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		6639427.896		42.21	%

NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		4969567.808		31.59	%

RIF BALANCED STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814		1153312.515		7.33	%

RIF GROWTH STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814		993020.403		6.31	%


Name and Address of Beneficial Owner	Number of Shares		Percentage of Class Owned
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		27689056.744		92.51	%

NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		1585357.554		5.30	%


Name and Address of Beneficial Owner		Number of Shares		Percentage of Fund Owned


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	PO BOX ~~55909~~55046
	BOSTON, MA ~~02205-9100~~ 02205-9836


Note: Please date and sign exactly as the name appears on this card. When shares are held by joint tenants, at least one holder should sign. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person.
	Signature

	Signature

		Date
			-


		~~Proposal(s)~~Proposal listed on reverse side.		~~RIF PXY-V3~~RIF15 - PXY - V3


~~Note:~~Note: Please date and sign exactly as the name appears on this card. When shares are held by joint tenants, at least one holder should sign. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person.
	Signature

	Signature

		Date


		~~Proposal(s)~~Proposal listed on reverse side.		~~RIF~~RIF15 - VIC - V3

~~Name, Age, Address~~

~~Position(s)~~
~~Held With~~
~~Fund and~~
~~Length of~~
~~Time Served~~

~~Term of~~
~~Office~~

~~Principal~~
~~Occupation(s)~~
~~During the~~
~~Past 5 Years~~

~~• 1999 to May 2009, Director, Fund Administration~~

Jeffrey T. Hussey
Born May 2, 1969
1301 Second Avenue,
18^th Floor, Seattle,
WA 98101

• Chief Investment Officer since 2013

• Until removed by Trustees

•  Global Chief Investment Officer, Russell Investments

•  Chief Investment Officer, RIC ~~RIF~~ and ~~RET~~RIF

•  Chairman of the Board, President and CEO, RIMCo

•  Director, RTC, RIS and Russell Investments Delaware, Inc.

•  Board of Managers, Russell Institutional Funds Management, Inc.

•  2003 to 2013 Chief Investment Officer, Fixed Income, Russell Investments