DEF 14A

Name, Age, Address

Position(s) Held With

Fund and Length of Time

Served

Term of Office

Principal Occupation(s) During the
Past 5 Years

•

Until June 2026, Chief Compliance Officer, Venerable Variable Insurance Trust

Ross Erickson

Born 1970

401 Union Street, 18th Floor

Seattle, WA 98101

•

Treasurer, Chief Accounting Officer and Chief Financial Officer since 2025

•

Until successor is chosen and qualified by Trustees

•

Director, Head of North American Fund Operations, Russell Investments

•

Treasurer, Chief Accounting Officer and CFO, RIC, RIF, RIETF, RISCF and RINEIF

•

Until June 2026, Treasurer, Venerable Variable Insurance Trust

•

Principal Executive Officer, Russell Investments Trust Company

•

President, Russell Investments Fund Management, LLC

•

Director, RIFIS and RIFUS

•

Until June 2025, Assistant Treasurer, RIC, RIF, RIETF, RISCF and RINEIF

•

Until March 2022, Director, Fund Administration

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant ☒

Filed by a party other than the registrant ☐

Check the appropriate box:

☐	Preliminary proxy statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive proxy statement

☐	Definitive additional materials

☐	Soliciting material pursuant to §240.14a-12

RUSSELL INVESTMENT FUNDS

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

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

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

RUSSELL INVESTMENT FUNDS

401 Union Street, 18th Floor, Seattle, WA 98101

IMPORTANT SHAREHOLDER INFORMATION

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 instructions card(s) may be completed by checking the appropriate box and voting for or against a proposal. If you simply sign the proxy or voting instruction card without specifying a vote with respect to a 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 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.

Please exercise your right to vote. Thank you.

RUSSELL INVESTMENT FUNDS


U.S. Strategic Equity Fund		Moderate Strategy Fund
U.S. Small Cap Equity Fund		Balanced Strategy Fund
Global Real Estate Securities Fund		Aggressive Strategy Fund
International Developed Markets Fund		Equity Aggressive Strategy Fund
Strategic Bond Fund

401 Union Street, 18th Floor, Seattle, WA 98101

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To all shareholders of Russell Investment Funds:

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 24, 2026. The Special Meeting will be held at the offices of Russell Investments, 401 Union Street, 18th Floor, Seattle, WA 98101, at 11:00 a.m. Pacific Time.

The Trust is a Massachusetts business trust operating as a registered management investment company. The Trust currently offers shares of nine funds.

This Special Meeting is being held for the purpose of considering and voting upon the following proposals:

To approve a new investment advisory agreement between each Fund and Russell Investment Management, LLC (“RIM”) as a result of a transaction involving the sale of Russell Investments Group, Ltd. (collectively with its subsidiaries, “Russell Investments”), of which RIM is an indirect, wholly-owned subsidiary, to a newly-formed acquisition vehicle through which an investor consortium led by B Capital and including California Public Employees’ Retirement System will acquire Russell Investments;

For shareholders of all Funds other than the Moderate Strategy Fund, Balanced Strategy Fund, Aggressive Strategy Fund and Equity Aggressive Strategy Fund, to permit RIM to enter into and materially amend subadvisory agreements with affiliated money managers without shareholder approval; and

To elect one individual to the Board of Trustees of the Trust.

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 PROPOSAL.

The Trust has fixed the close of business on September 1, 2026 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 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 instructions promptly so that a quorum may be ensured and the costs of further solicitations avoided.

As always, we thank you for the trust you have placed in the Trust.

By Order of the Trust,

LOGO

Vernon Barback

President and Chief Executive Officer

Russell Investment Funds

IMPORTANT NOTICE

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

QUESTIONS AND ANSWERS

Why am I receiving this Proxy Statement?

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, LLC, each Fund’s current investment adviser (“RIM”), as a result of a transaction involving the sale of Russell Investments Group, Ltd. (“RIG,” and collectively with its subsidiaries, “Russell Investments”), of which RIM is an indirect, wholly-owned subsidiary, to a newly-formed acquisition vehicle through which an investor consortium led by B Capital and including California Public Employees’ Retirement System (“CalPERS”) will acquire Russell Investments (the “Transaction”).

Specifically, on July 2, 2026, RIG and Shareholder Representative Services LLC (in its limited capacity as representative for RIG’s shareholders) entered into a definitive merger agreement (the “Transaction Agreement”) with subsidiaries of BEAM Holdings, L.P. (“BEAM Topco” and together with its subsidiaries, the “BEAM Entities”) to acquire RIG. Upon consummation of the Transaction, RIG will become an indirect, wholly-owned subsidiary of BEAM Topco. At the Transaction closing, BEAM Topco will be owned by a consortium of investors that includes venture firm B Capital, B Capital principals and CalPERS, with CalPERS anticipated to own indirectly a majority non-voting interest of BEAM Topco at closing.

The consummation of the Transaction will result in the change of ultimate control of RIM. Under the federal securities laws and the terms of each Fund’s existing investment advisory agreement with RIM (the “Existing Agreement”), a change of control of RIM results in the termination of such agreement. If RIM 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. Shareholders are not being asked to approve the Transaction itself, which does not require shareholder approval.

As described in the Proxy Statement, the terms of the Post-Transaction Agreement for each Fund are the same as the terms of the Existing Agreement except with respect to the effective and termination dates. The Post-Transaction Agreement does not change the rate of any Fund’s investment advisory fee.

In addition, you are being asked to vote on certain other items.

Who is Russell Investments?

Russell Investments was founded in 1936 and is a leading global investment solutions partner providing a wide range of investment capabilities to institutional investors, financial intermediaries and individual investors around the world. RIM was established in 1982 and pioneered the “multi-style, multi-manager” investment method in mutual funds. As of December 31, 2025, RIM managed over $50.4 billion in proprietary registered fund portfolios. RIM is currently an indirect, wholly-owned subsidiary of RIG, through which the limited partners of certain private equity funds affiliated with TA Associates Management, L.P. (“TA Associates”) (the “TA Funds”) indirectly hold 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”) indirectly hold a significant minority ownership interest in Russell Investments.

How will the Transaction be structured?

As discussed more fully in the Proxy Statement, under the Transaction Agreement, BEAM Topco will indirectly acquire RIG in an all-cash transaction valued at $2.8 billion, subject to certain adjustments based upon a number of variables. Upon consummation of the Transaction, RIG will become an indirect, wholly-owned subsidiary of BEAM Topco. The cash will be funded from debt and equity financing sources. Russell Investments US Institutional Holdco, Inc. and Russell Investments US Retail Holdco, Inc., each entities in the current Russell Investments corporate structure with RIM being a wholly-owned subsidiary of Russell Investments US Retail Holdco, Inc., are expected to enter into a senior secured term loan credit facility and have access to a senior secured revolving credit facility (the “Facilities”). The Facilities will be subject to certain terms and conditions, as discussed in further detail in the Proxy Statement. RIM and its affiliated investment advisers will guarantee the debt incurred by Russell Investments US Institutional Holdco, Inc. and Russell Investments US Retail Holdco, Inc. in connection with closing.

Who is BEAM Topco?

BEAM Topco was created for the purpose of entering into the Transaction and, upon consummation of the Transaction, RIG will become an indirect, wholly-owned subsidiary of BEAM Topco. At the Transaction closing, BEAM Topco will be owned by a consortium of investors that includes venture firm B Capital, B Capital principals, and CalPERS, with CalPERS anticipated to own indirectly a majority non-voting interest of BEAM Topco at closing.

B Capital is a multi-stage global investment firm that partners with extraordinary entrepreneurs to shape the future through technology. With more than $12 billion in assets under management across multiple funds, the firm focuses on seed to late-stage venture growth investments, primarily in the Technology, Healthcare and Energy sectors. Founded in 2015, B Capital leverages an integrated team across nine locations in the U.S. and Asia, as well as a strategic partnership with The Boston Consulting Group, to provide the value-added support entrepreneurs need to scale fast and efficiently, expand into new markets and build exceptional companies.

CalPERS is the largest defined-benefit public pension in the U.S., with 2.4 million members. Since 1932, CalPERS has provided retirement security for state, school, and public agency employees who invest their life’s work in public service.

How will the Transaction affect the Fund(s) in which I invest?

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 RIM’s investment philosophy, management approach or how RIM 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. 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, as described in the Proxy Statement. The Funds will not bear any portion of the costs associated with the Transaction.

How will the Transaction affect RIM and Russell Investments?

As discussed more fully in the Proxy Statement, RIM will continue to be part of Russell Investments, which will continue to operate as an independent entity with its own governance structure following the closing of the Transaction. BEAM Topco is providing long-term capital to support growth, including extending Russell Investments’ open-architecture approach to more investors through a broader range of customizable products and services.

What other proposals are being presented to shareholders at the special meeting?

In addition to being asked to approve the Post-Transaction Agreement, you are being asked to vote (i) for shareholders of all Funds other than the Moderate Strategy Fund, Balanced Strategy Fund, Aggressive Strategy Fund and Equity Aggressive Strategy Fund (collectively, the “LifePoints Funds”), to permit RIM to enter into and materially amend subadvisory agreements with affiliated money managers without shareholder approval (the “Manager of Managers Proposal”) and (ii) to elect a current Trustee, Ms. Ellen M. Needham, who has not previously been elected by shareholders, to the Board (the “Trustee Nominee”).

How do the Trustees suggest that I vote?

After careful consideration, the Trustees, including a majority of the members who are not considered to be “interested persons” under the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), unanimously recommend that you vote “FOR” each of the proposals.

Why do the Trustees recommend that I vote “FOR” each proposal?

The Transaction involves a change of control that will result in the termination of the Existing Agreement. For the reasons described in the Proxy Statement, 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 Post-Transaction Agreement proposal.

The Trustees believe that it is in the best interests of the shareholders of each applicable Fund to permit RIM to hire and replace money managers, whether affiliated or unaffiliated, without shareholder approval in order to afford a Fund the opportunity to forego the costly expense of, and unnecessary delays associated with, proxy solicitations due to necessary money manager changes. Approval of the Manager of Managers Proposal would place each applicable Fund in the same position as many other funds in other fund complexes that already operate under similar manager-of-managers arrangements, enabling the Funds to benefit from the same operational flexibility that is widely available across the mutual fund industry. Although RIM has no current plans to hire any affiliated money managers, approval by shareholders will preserve flexibility to do so in the future and avoid the cost of seeking shareholder approval at that time. If shareholders approve the Manager of Managers Proposal, they could benefit from potential cost savings to the Funds, as well as allowing RIM to act more quickly to change money managers after it has determined that such a change would be in the best interest of each applicable Fund and its shareholders, subject to the approval of the Board, including the Independent Trustees. Therefore, the Trustees recommend that you vote “FOR” the Manager of Managers Proposal, as applicable to your Fund(s).

The Trustees believe that the Trustee Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the Board, collectively, lead to the conclusion that the Trustee Nominee possesses the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that the Trustee Nominee’s ability to review critically, evaluate, question and discuss information provided to her; to interact effectively with RIM, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of her duties as Trustee, support this conclusion. The Trustees have also considered the contributions that the Trustee Nominee has made to the Board and the Trust since being appointed in 2022 and the contributions that the Trustee Nominee can make to the Board and the Trust in the future. Additionally, in considering the Trustee Nominee, the Trustees took into account the concern for the continued efficient conduct of the Trust’s business. In particular, the Trustees considered the requirements of the 1940 Act as they apply to the election of Trustees generally and the Trustee Nominee in particular. Therefore, the Trustees recommend that you vote “FOR” the trustee election proposal.

Will my vote make a difference?

Yes. Your vote is needed to ensure that the proposals 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.

What is the deadline for submitting my vote?

We encourage you to vote as soon as possible to make sure that the Funds receive enough votes to act on the proposals. 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 (11:00 a.m. Pacific Time on November 24, 2026). If you cast your vote by Internet or telephone, please cast your vote before 12:00 a.m. Pacific Time on November 24, 2026 to ensure that your vote is counted prior to the start of the meeting. If you cast your vote by mail, your proxy card(s) must be received by the Trust by November 23, 2026 to ensure that your vote is counted prior to the start of the meeting. 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).

Who is eligible to vote?

Any person who owned shares of a Fund on the “record date,” which was September 1, 2026 (even if that person has since sold those shares).

Whom do I call if I have questions?

We will be happy to answer your questions about this proxy solicitation. We have engaged Computershare Fund Services (“Computershare”) as our proxy solicitation agent. If you have questions, please contact Computershare at (877) 816-8978.

How can I vote my 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. If you vote by internet, please cast your vote before 12:00 a.m. Pacific Time on November 24, 2026 to ensure that your vote is counted prior to the start of the meeting.

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. If you vote by touchtone phone, please cast your vote before 12:00 a.m. Pacific Time on November 24, 2026 to ensure that your vote is counted prior to the start of the meeting.

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. Your proxy card(s) must be received by the Trust by November 23, 2026 to ensure that your vote is counted prior to the start of the meeting.

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

U.S. Strategic Equity Fund		Moderate Strategy Fund
U.S. Small Cap Equity Fund		Balanced Strategy Fund
Global Real Estate Securities Fund		Aggressive Strategy Fund
International Developed Markets Fund		Equity Aggressive Strategy Fund
Strategic Bond Fund

401 Union Street, 18th Floor, Seattle, WA 98101

PROXY STATEMENT Dated September 11, 2026

SPECIAL MEETING OF SHAREHOLDERS

To be Held on November 24, 2026

Introduction

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 consider and act upon the proposals set forth below. The Special Meeting will be held at the offices of Russell Investments, 401 Union Street, 18th Floor, Seattle, WA 98101, on November 24, 2026 at 11:00 a.m. Pacific 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.

Items For Consideration

The following table summarizes the proposals (each a “Proposal”) as applicable to each Fund of the Trust:


Proposal	Proposal Description	Applicable Funds	Page
1.	To approve a new advisory agreement between each Fund and Russell Investment Management, LLC (“RIM”) as a result of a transaction involving the sale of Russell Investments Group, Ltd. (“Russell Investments”), of which RIM is a wholly-owned subsidiary, to a newly-formed acquisition vehicle through which an investor consortium led by B Capital and including California Public Employees’ Retirement System will acquire Russell Investments (the “Transaction”)	All Funds voting separately.	5

2.	To permit RIM to enter into and materially amend subadvisory agreements with affiliated money managers without shareholder approval	All Funds except the Moderate Strategy Fund, Balanced Strategy Fund, Aggressive Strategy Fund and Equity Aggressive Strategy Fund voting separately.	16

3.	To elect one individual to the Board of Trustees of the Trust	All Funds voting together.	20

The proxy materials are being mailed to shareholders on or about September 18, 2026.

TABLE OF CONTENTS



INTRODUCTION AND VOTING INFORMATION			1

DISCUSSION OF PROPOSAL 1			5

DISCUSSION OF PROPOSAL 2			16

DISCUSSION OF PROPOSAL 3			20

OTHER INFORMATION			26

INSTRUCTIONS FOR SIGNING PROXY CARDS AND VOTING INSTRUCTION CARDS			36

INDEX OF EXHIBITS AND APPENDICES TO PROXY STATEMENT			37


Exhibit A	Form of Investment Advisory Agreement	Exhibit A-1

Exhibit B	Investment Advisory Fees Paid by the Funds	Exhibit B-1

Exhibit C	Date of Existing Agreement	Exhibit C-1

Exhibit D	Additional Information about RIM and its Affiliates	Exhibit D-1

Exhibit E	Approval of Existing Agreement	Exhibit E-1

Exhibit F	Audit Committee Charter	Exhibit F-1

Exhibit G	Audit and Non-Audit Pre-Approval Policy	Exhibit G-1

Exhibit H	Nominating and Governance Committee Charter	Exhibit H-1

Appendix A	Fund Shares Outstanding as of September 1, 2026	Appendix A-1

Appendix B	5% Record or Beneficial Owners of Fund Shares	Appendix B-1

INTRODUCTION AND VOTING INFORMATION

For each Fund, the Trust’s Board of Trustees (the “Board” or the “Trustees”) is asking for approval of the Post-Transaction Agreement with RIM (“Proposal 1”). In addition, for shareholders of all Funds other than the Moderate Strategy Fund, Balanced Strategy Fund, Aggressive Strategy Fund and Equity Aggressive Strategy Fund (collectively, the “LifePoints Funds”), the Board is asking for approval to permit RIM to enter into and materially amend subadvisory agreements with affiliated money managers without shareholder approval (“Proposal 2”). Finally, the Board is also asking for the election of one individual to the Board (“Proposal 3”).

Who May Vote

All shareholders of the applicable Funds who own shares as of the close of business on September 1, 2026 (the “Record Date”) are entitled to vote on each proposal. Each share of each Fund will be entitled to one vote on each 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 September 1, 2026.

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, 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.

Voting by Proxy or Voting Instructions

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 instruction. If you vote by internet, please cast your vote before 12:00 a.m. Pacific Time on November 24, 2026 to ensure that your vote is counted prior to the start of the meeting.

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’ proxy solicitation agent at (877) 816-8978. The Trust urges you to fill out and return your proxy card(s) or vote by telephone or the Internet, even if you plan to attend the Special Meeting. Doing so will not affect your right to attend the Special Meeting and vote.

The Trust has named Jessica Gates, Cheryl Wichers, Ross Erickson and Walter Chikwinya 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 each proposal, one of the appointed proxies will vote your shares on each 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 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: 401 Union Street, 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.

Voting in Person

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).

Recommendation

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

Requirement of a Quorum and Vote Needed

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 Third Amended and Restated Master Trust Agreement (as amended, the “Master Trust Agreement”) provides that the presence, in person or by

proxy, of a majority of the shares entitled to vote shall constitute a quorum. With respect to Proposals 1 and 2, for each applicable Fund, a majority of the shares entitled to vote on the applicable proposal as of the Record Date is required for a quorum for this Special Meeting. With respect to Proposal 3, a majority of the shares of the Trust entitled to vote on the proposal 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.

All shareholders of each Fund as of the Record Date will be entitled to vote on each proposal applicable to their Fund. Voting with respect to Proposals 1 and 2 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 Proposal 1 or 2 with respect to one Fund will not affect the approval of Proposal 1 or 2 with respect to any other Fund.

The approval of Proposals 1 and 2 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 proposal with respect to any one Fund is not contingent upon the approval by any other Fund.

Voting with respect to Proposal 3 requires a different vote standard than the approval of Proposals 1 and 2. The trustee standing for election by shareholders (the “Trustee Nominee”) must receive a plurality of all outstanding shares of the Trust voting. Unlike Proposals 1 and 2, which are voted on a Fund-by-Fund basis, your vote on Proposal 3 will be counted together with the votes of shareholders of all other Funds in the Trust so that all Fund votes are aggregated at the Trust level for purposes of the trustee election. Provided that a quorum is present at the Special Meeting, the Trustee Nominee receiving the most “FOR” votes will be elected, even if such votes represent less than a majority of the votes cast. Because the Trustee Nominee is up for election for a distinct seat on the Board and it is expected that the election will be uncontested, to the extent the Trustee Nominee receives any votes, the Trustee Nominee will be elected.

The approval of a proposal is not contingent upon the approval of any other proposals.

Shares represented in person or by proxy, including shares that abstain or do not vote with respect to the proposals, will be counted for purposes of determining whether there is a quorum at the Special Meeting. Abstentions with respect to Proposal 1 and Proposal 2 will have the effect of a vote against the proposal. Abstentions with respect to Proposal 3 will have no effect on the outcome.

Where shares of a Fund are held by another fund for which RIM serves as the investment adviser, those shares will be voted for and against each proposal in the same proportion as the votes of the Fund’s other shareholders on the proposal. If other RIM-advised funds are the only shareholders of a Fund, RIM will vote such shares in accordance with the recommendation of a third-party proxy advisory service.

Adjournments

In the event that a quorum is not present at the Special Meeting, 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 a 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 under the foregoing circumstances.

Solicitation of Proxies

Proxies will be solicited primarily by mailing of the proxy materials, but proxies also may be solicited through further mailings, telephone calls, personal interviews or e-mail by officers of the Funds, employees or agents of RIM, 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, Computershare Fund Services (“Computershare”), to assist in soliciting proxies. Pursuant to this arrangement, Computershare has agreed to contact shareholders, banks, brokers, and proxy intermediaries to secure votes on the proposals described in the Proxy Statement. Should shareholders require additional information regarding the proxy, they may contact Computershare at (877) 816-8978.

Costs of the Special Meeting

RIM or an affiliate will bear most expenses incurred in connection with the Special Meeting, including the cost of printing and mailing proxy materials, soliciting proxies and the cost associated with any adjournments (collectively, “Shareholder Meeting Expenses”), whether or not each proposal is approved by shareholders, provided that a portion of Shareholder Meeting Expenses will be borne by the Funds and certain other funds advised by RIM not included in this Proxy Statement in connection with Proposals 2 and 3. Specifically, the lesser of 5 percent of Shareholder Meeting Expenses or $500,000 will be allocated among the series of the Trust, Russell Investment Company and Russell Investments Exchange Traded Funds to which the Manager of Managers Proposal applies (subject to a 0.1 basis point cap) and the lesser of 1 percent of Shareholder Meeting Expenses or $100,000 will be allocated among the series of the Trust and Russell Investment Company included in the proxy solicitation (subject to a 0.02 basis point cap) for Proposal 3. The Board believes that the Funds will benefit from the Manager of Managers Proposal and Proposal 3, as applicable, and that seeking shareholder approval of such Proposals at the Special Meeting, which otherwise was called to vote on Proposal 1, will avoid additional meeting and proxy solicitation costs in the future. Computershare has been engaged to provide shareholder solicitation, vote tabulation and shareholder meeting services with respect to all funds for which RIM serves as investment adviser, including those not included in this Proxy Statement, at an estimated cost of up to $3,230,000, although the actual costs of these services may be higher. This does not reflect the costs associated with preparing, printing and mailing of the proxy materials and the costs associated with reimbursing Insurance Companies for their expenses in forwarding proxy materials to Policy Owners.

Additional information about the Funds is available in their respective prospectuses, statements of additional information and annual and semi-annual reports to shareholders. Each Fund’s most recent annual and semi-annual reports have previously been provided to shareholders. Additional copies of any of these documents are available without charge by calling 1-800-787-7354, by writing to P.O. Box 219430, Kansas City, MO 64121-9430 or by visiting the Funds’ website at www.russellinvestments.com. 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 24, 2026

The Funds’ Notice of Special Meeting of Shareholders and Proxy Statement are available on the Internet at https://www.proxy-direct.com/rif-35296.

DISCUSSION OF PROPOSAL 1

APPROVAL OF A POST-TRANSACTION INVESTMENT ADVISORY AGREEMENT FOR THE FUNDS

Introduction

The Special Meeting is being called to consider a proposal necessitated by the Transaction, which will involve the sale of Russell Investments to a newly-formed acquisition vehicle through which an investor consortium led by B Capital and including CalPERS will acquire Russell Investments. Because the consummation of the Transaction will result in RIM 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 RIM and the assignment and automatic termination of the existing advisory agreement for each Fund. If the proposal is adopted by a Fund and the Transaction is consummated, RIM will continue to serve as the investment adviser to that Fund in accordance with the Post-Transaction Agreement and 1940 Act. Many of the Funds currently employ discretionary and/or non-discretionary sub-advisers (each a “Money Manager” and collectively the “Money Managers”). The Transaction is not expected to have any impact on RIM’s investment philosophy, management approach, or on how RIM manages each Fund. 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.

Currently, there is an investment advisory agreement between the Trust and RIM dated June 1, 2016, as amended from time to time (the “Existing Agreement”). The terms of the Post-Transaction Agreement for each Fund are the same as the terms of the Existing Agreement except with respect to 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. It is 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).

If approved by shareholders of a Fund, the Post-Transaction Agreement will go into effect for that Fund concurrently with the closing of the Transaction. If the Transaction is not consummated, RIM will continue to serve as investment adviser to the Funds pursuant to the terms of the Existing Agreement. Implementation of the Post-Transaction Agreement is dependent on consummation of the Transaction.

Information Concerning the Trust and RIM

The Trust is currently comprised of nine separate funds, each with its own investment objective and policies. The Funds’ investment adviser is RIM, 401 Union Street, 18th Floor, Seattle, WA 98101. RIM, 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 December 31, 2025, RIM managed over $50.4 billion in proprietary registered fund portfolios. Russell Investments was founded in 1936 and is a leading global investment solutions partner providing a wide range of investment capabilities to institutional investors, financial intermediaries and individual investors around the world. RIM is currently a wholly-owned subsidiary of Russell Investments Group, Ltd. (“RIG”) and was established in 1982 to serve as the investment management arm of Russell Investments.

The Transaction

RIM is currently an indirect, wholly-owned subsidiary of RIG, through which the limited partners of certain private equity funds affiliated with TA Associates Management, L.P. (“TA Associates”) (the “TA Funds”) indirectly hold 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”) indirectly hold a significant minority ownership interest in Russell Investments.

On July 2, 2026, RIG and Shareholder Representative Services LLC (in its limited capacity as representative for RIG’s shareholders) entered into a definitive merger agreement (the “Transaction Agreement”) with subsidiaries of BEAM Holdings, L.P. (“BEAM Topco” and together with its subsidiaries, the “BEAM Entities”) to acquire RIG. Upon consummation of the Transaction, RIG will become an indirect, wholly-owned subsidiary of BEAM Topco. At the Transaction closing, BEAM Topco will be owned by a consortium of investors that includes venture firm B Capital, B Capital principals and CalPERS, with CalPERS anticipated to own indirectly a majority non-voting interest of BEAM Topco at closing.

Under the Transaction Agreement, BEAM Topco will indirectly acquire RIG in an all-cash transaction valued at $2.8 billion, subject to certain adjustments based upon a number of variables. Upon consummation of the Transaction, RIG will become an indirect, wholly-owned subsidiary of BEAM Topco. The cash will be funded from debt and equity financing sources. In connection with the Transaction, the BEAM Entities entered into equity commitment letters with their investors totaling up to $2.2 billion. Russell Investments US Institutional Holdco, Inc. and Russell Investments US Retail Holdco, Inc., each entities in the current Russell Investments corporate structure with RIM being a wholly-owned subsidiary of Russell Investments US Retail Holdco, Inc., are expected to enter into a senior secured term loan credit facility and have access to a senior secured revolving credit facility (the “Facilities”). The Facilities will be subject to certain terms and conditions, as discussed below. RIM and its affiliated investment advisers (the “Guarantors”) will guarantee the debt incurred by Russell Investments US Institutional Holdco, Inc. and Russell Investments US Retail Holdco, Inc. in connection with closing.

Additional information regarding the ownership structure of Russell Investments following the Transaction is included in Exhibit D. The Transaction is expected to close in the first quarter of 2027, subject to regulatory and other approvals and other conditions being satisfied. One of these conditions is receipt of consent from 75% of Russell Investments’ assets under management, calculated using a revenue run rate threshold. There is also a key man provision that requires Zach Buchwald, CEO of Russell Investments, to be employed at the time of closing.

Information Concerning BEAM Topco

BEAM Topco was created for the purpose of entering into the Transaction and, upon consummation of the Transaction, RIG will become an indirect, wholly-owned subsidiary of BEAM Topco. At the Transaction closing, BEAM Topco will be owned by a consortium of investors that includes venture firm B Capital, B Capital principals and CalPERS, with CalPERS anticipated to own indirectly a majority non-voting interest of BEAM Topco at closing.

Transaction Not Expected to Adversely Affect RIM or the Funds

will continue to be made in the normal course of business. 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, RIM will continue to be part of Russell Investments, which will continue to operate as an independent entity with its own governance structure following the closing of the Transaction. BEAM Topco is providing long-term capital to support growth, including extending Russell Investments’ open-architecture approach to more investors through a broader range of customizable products and services.

In connection with the Transaction, a new management incentive plan (“MIP”) will be put in place. The MIP will provide for the grant of equity appreciation units (e.g., profits interests) to key employees of RIG. The MIP units will be subject to customary performance-based thresholds and time-based vesting conditions.

In an effort to retain top leadership, certain members of the Russell Investments management team will be granted new profits-interest incentive equity, the value of which is tied to future appreciation of RIG’s overall enterprise value above specified return multiples.

As discussed above, the cash for the Transaction will be funded from debt and equity financing sources. Under this structure, RIM will be a Guarantor with respect to the Facilities. Although the final terms of the Facilities have not been negotiated and finalized, part of the collateral package that the lenders will receive is a pledge of the equity interests in the Guarantors. As such, an event of default or similar circumstances that result in a foreclosure under the Facilities would cause a change of control of RIM and automatic termination of the Post-Transaction Agreement by its terms, as required by the 1940 Act. The consequences of a foreclosure and ensuing automatic termination of the Post-Transaction Agreement by virtue of a change of control of RIM 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 RIM in accordance with Rule 15a-4 under the 1940 Act that would allow RIM to continue to serve as investment manager for a maximum period of 150 days.

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

Shareholders of each Fund are being asked to approve the Post-Transaction Agreement between each Fund and RIM. 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 RIM is going to continue to manage the Funds. Under the Post-Transaction Agreement, RIM will, among other things, continue to have the ability to hire and terminate Money Managers under its current manager-of-managers exemptive order granted by the SEC, subject to the approval of the Board, including the Independent Trustees, but without shareholder approval. As a result, the applicable new advisory agreements with Money Managers needed to replace the Funds’ existing advisory agreements with Money Managers that will automatically terminate as a result of the Transaction will only need to be approved by the Board, including the Independent Trustees, and will not require shareholder approval.

Factors Considered by the Trustees and their Recommendation

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 Manager-of-Managers Funds, 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 Existing RIF Agreement on at least an annual basis, and that the terms and conditions of each Existing RIF Agreement provides 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 continuation of the Existing RIF Agreements at a meeting held in person on May 18, 2026 (the “Existing Agreement Evaluation Meeting”) (see “Approval of Existing Agreement” attached as Exhibit E).

On July 9, 2026, Russell Investments publicly announced the Transaction, whereby BEAM Topco, which will be owned by a consortium of investors that includes venture firm B Capital, B Capital principals and CalPERS (together, “Buyer”), will acquire RIG, including RIM and its affiliates, from private equity funds affiliated with TA Associates and Reverence Capital Partners (together, “Owners”). The Transaction, if completed, will result in the assignment of the Existing RIF Agreements.

Because the Existing Agreement would terminate upon its assignment, as required under the 1940 Act, the Board was asked to consider the approval of the Post-Transaction Agreement, pursuant to which RIM, as an affiliate of Buyer, 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.

On July 8, 2026, the Board, including the Independent Trustees, participated in a virtual conference call with members of RIM and Fund management, during which the Independent Trustees were informed of the Transaction and the Transaction Agreement.

On July 21, 2026, the Independent Trustees met virtually in a private meeting with their independent counsel (“Independent Counsel”) to discuss the Transaction. At a virtual meeting of the Board held on July 21, 2026, the Board met in executive session with senior members of RIM and Russell Investments to discuss the Transaction and the expected impact of the Transaction on the Funds, RIM and its affiliates that provide services to the Funds, and the Post-Transaction Agreement.

In preparation for their evaluation of the Post-Transaction Agreement, the Independent Trustees, with the advice and assistance of Independent Counsel, requested information to evaluate the Post-Transaction Agreement and the impact of the Transaction on the Funds and Fund shareholders, including any expected changes to the nature, scope and quality of services provided by RIM and its affiliates, as well as information regarding Buyer and its plans for the Funds and RIM. In their requests for such information, the Independent Trustees advised RIM of their intention to rely upon the information provided to the Board in connection with its annual renewal of the Existing Agreement at the Existing Agreement Evaluation Meeting (the “Existing Agreement Evaluation Information”) in their evaluation of the Post-Transaction Agreement, if and to the extent the Existing Agreement Evaluation Information continued to be accurate and complete as of the date of the responses. The Independent Trustees requested that RIM provide any updated and additional information needed for the Board to consider whether the Post-Transaction Agreement should be approved. The foregoing information and other information provided by RIM, Russell Investments and Buyer to the Board, including the Independent Trustees, in connection with its evaluation of the Post-Transaction Agreement, including the information referred to below, hereinafter is referred to collectively as the “Transaction-Related Information.”

At a special meeting of the Board held on August 12, 2026 (the “Post-Transaction Agreement Information Review Meeting”), the Board reviewed the Transaction-Related Information with senior representatives of Russell Investments, RIM, Fund management and Buyer, and the Independent Trustees met separately in an executive session with only Independent Counsel to further discuss such information. Following discussion, the Independent Trustees provided several follow-up questions regarding the Transaction and Buyer to be conveyed to representatives of Buyer.

In connection with a meeting of the Board held on August 24-25, 2026, the Board met with representatives of Russell Investments, RIM and Buyer to discuss the Transaction and its implications for the Funds and their shareholders, including the follow-up questions from the Board, and to consider the approval of the Post-Transaction Agreement (together, the “Post-Transaction Agreement Evaluation Meeting”). At the Post-Transaction Agreement Evaluation Meeting, the Independent Trustees met in executive session with Independent Counsel, at which no representatives of Russell Investments, RIM, Fund management or Buyer were present, to review the Transaction-Related Information received to that date, and then met with representatives of Russell Investments, RIM, Fund management and Buyer to discuss such information. Presentations made by Russell Investments, RIM and Buyer 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, encompassed all of the Funds and the other RIM-managed funds for which the Board has supervisory responsibility (the “Other RIM-Managed Funds”). References to Transaction-Related Information include information included in the Transaction-Related Information and information presented by Russell Investments, RIM and Buyer at the Transaction Board Meetings. Prior to voting at the Post-Transaction Agreement Evaluation Meeting, the Independent Trustees met in executive session with Independent Counsel, at which no representatives of Russell Investments, RIM, Fund management or Buyer were present. The discussion below reflects all of these reviews.

The Board’s consideration of the Post-Transaction Agreement included, in addition to the Transaction-Related Information, information received by the Board during the course of the year and in prior years and the findings made by the Board in respect of the Existing Agreement for the Funds at the Existing Agreement Evaluation Meeting. The Independent Trustees’ evaluations of the Post-Transaction Agreement also reflected the knowledge and familiarity gained as Board members of the Funds and Other RIM-Managed Funds with respect to services provided by RIM and RIM’s affiliates to the Funds under the Existing Agreement and services proposed to be provided to the Funds under the Post-Transaction Agreement. The Board was cognizant that a relatively short period of time had elapsed since the Board approved the Existing Agreement and that RIM confirmed there were no material changes to the Existing Agreement Evaluation Information through the date of the Post-Transaction Agreement Evaluation Meeting that were not included in the Transaction-Related Information or otherwise discussed with the Board prior to or at the Post-Transaction Agreement Evaluation Meeting. The Board concluded that such information did not alter the conclusions reached by the Board at the Existing Agreement Evaluation Meeting described in Exhibit E.

In approving the Post-Transaction Agreement and determining to submit the Post-Transaction Agreement to shareholders for their approval, the Trustees conducted a review that was specifically focused on the Post-Transaction Agreement and, in doing so, considered a variety of factors, including representations from Russell Investments, RIM and Buyer, that the Trustees deemed relevant in their business judgment. Certain of these factors are described below, which are not intended to be all-inclusive.

1.	The Board’s understanding that the Post-Transaction Agreement will result in the continuation of the investment advisory and other services provided to the Funds by RIM and its affiliates without interruption following the Transaction.

2.	The reputation, financial strength and resources of Buyer, including B Capital, its principals and CalPERS.

3.	The ownership and governance structure of Buyer.

4.	The debt and equity commitments of Buyer in connection with the Transaction, including lower levels of leverage and debt guaranteed by Russell Investments than under current ownership.

5.	Buyer’s existing businesses and management expertise.

6.	Buyer’s vision for the growth of Russell Investments’ business and stated intention to be a long-term owner of Russell Investments and invest in Russell Investments’ business.

7.	The businesses of RIM and its affiliates will continue to operate independently under Russell Investments’ existing leadership team following the closing of the Transaction, including commitments to seek to retain

certain members of senior management and other key employees through a management incentive plan and equity incentives.

8.	The Transaction is not expected to have any negative impact on the advisory and administrative businesses conducted by RIM, including the nature and quality of the services provided to the Funds or RIM’s resources, operations and staffing.

9.	The Funds may indirectly benefit from RIM’s access to greater resources of Buyer and its affiliates, including Buyer’s technology expertise.

10.

There are no anticipated changes to the manager-of-managers structure currently employed by the Manager-of-Managers Funds as a result of the Transaction. The Manager of Managers Proposal is unrelated to the Transaction and included in this proxy statement to avoid the cost of a future shareholder meeting related to the new manager-of-managers structure.

11.	There are no expected changes in fee rates, fee waivers, expense caps or expense levels for the Funds following the Transaction.

12.	There are no anticipated changes in the compliance policies and procedures of the Funds and RIM following the Transaction, or in the resources and staffing of the Funds’ and RIM’s legal and/or compliance functions.

13.	There are no anticipated changes in the distribution arrangements for the Funds, nor any proposed renaming or rebranding of the Funds or RIM and or affiliates following the Transaction.

14.

There are no anticipated changes in the nature, quality, or extent of the transfer agency, administrative, or fund accounting services for the Funds or in the parties providing such services following the Transaction, thereby assuring continuation of services needed for the Funds’ operations and minimizing complications in connection with the transfer of ownership of Russell Investments from Owners to Buyer.

15.

The terms and conditions of the Post-Transaction Agreement, including the advisory fee payable to RIM (the “Advisory Fee”), are the same as those of the Existing Agreement, except for the effective date of the agreement and the termination date (see “Terms of the Existing and Post-Transaction Agreements” below).

16.	Each Fund’s actual Advisory Fee, expense ratio, economies of scale, and other fees or benefits received by RIM and its affiliates as a result of their relationships with the Fund are not expected to change as a result of the Transaction.

17.	The profitability of RIM and its affiliates associated with services provided to the Funds is not expected to change as a result of the Transaction.

18.	The Funds may benefit from the long-term capital behind Buyer, which will help drive continued investment in Russell Investments and in the capabilities, technology and customized solutions behind the Funds’ portfolios, as well as anticipated investments in distribution and marketing capabilities.

19.

The Funds will not bear any portion of the costs associated with obtaining Board or shareholder approval of the Post-Transaction Agreement, including proxy solicitation expenses and legal fees. The Funds will bear a portion of the estimated costs of Proposals 2 and 3, which are unrelated to the Transaction and the proposed Post-Transaction Agreement, as described under “Costs of the Special Meeting.”

20.	There will be no changes to the members of the Board, including the Independent Trustees, in connection with the Transaction, assuring continuity of the Funds’ supervision and oversight.

21.

Under the Transaction Agreement, Buyer has agreed not to, and to cause its affiliates not to, take (or fail to take) any action if such action (or failure to take such action) would have the effect, directly or indirectly, of causing the requirements of any of the provisions of Section 15(f) of the 1940 Act not to be met with respect to any Fund, which includes maintaining Board composition of at least 75% of the Board members qualifying as Independent Trustees for a period of three years and not imposing any “unfair burden” on the Funds for at least two years from the Closing.

22.	RIM is not aware of any potential disadvantage to the Funds of the Transaction.

23.

The strong support expressed by current senior management at Russell Investments, including senior management at RIM, and Fund management for the Transaction, and Fund management’s belief that relative to other potential buyers, the Transaction offers the most favorable outcome for Russell Investments and its clients, including the Funds.

24.	The willingness of senior management of Buyer and RIG to meet with the Board on multiple occasions to discuss the Transaction and potential benefits to Russell Investments and the Funds.

After careful consideration of all factors, including the need for continuation of investment advisory and other services required for the operation of the Funds following termination of the Existing Agreement, the Board believed that approval of the Post-Transaction Agreement would be in the best interests of each Fund and its shareholders.

The Independent Trustees were advised by Independent Counsel throughout the process of evaluating the Post-Transaction Agreement. Prior to the Post-Transaction Agreement Information Review Meeting, the Board received a memorandum from counsel to the Funds discussing its responsibilities in connection with its evaluation of the Post-Transaction Agreement and the Independent Trustees separately received a memorandum discussing such responsibilities from Independent Counsel.

In their deliberations, the Trustees did not identify a single factor that was all-important or controlling in determining whether to approve the Post-Transaction Agreement 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 separately in respect of each Fund.

Interim Post-Transaction Agreement. At the Post-Transaction Agreement Evaluation Meeting, the Board, including the Independent Trustees, also approved an interim Post-Transaction Agreement with RIM (the “Interim Post-Transaction Agreement”) for each Fund that would take effect upon the closing of the Transaction if a Fund’s shareholders had not yet approved the Post-Transaction Agreement for that Fund. The Interim Post-Transaction Agreement would enable RIM to continue serving as investment adviser to the Fund following the automatic termination of the Existing Agreement and pending shareholder approval of the Post-Transaction Agreement. The Board reviewed and considered the Interim Post-Transaction Agreement, noting that the terms of the Interim Post-Transaction Agreement are substantially the same as the terms of the Existing Agreement, except for the effective date, duration and that the fees payable to RIM under an Interim Post-Transaction Agreement would be held in escrow pending shareholder approval, as required under the 1940 Act. The Board noted that the Interim Post-Transaction Agreement would be effective on an interim basis, as necessary upon the closing of the Transaction, from its effective date until the earlier of (i) 150 calendar days from the effective date or such later date as may be consistent with the 1940 Act, rules and regulations thereunder or exemptive relief or interpretative position of the staff of the SEC; or (ii) the effective date of the Post-Transaction Agreement for the applicable Fund(s). The Interim Post-Transaction Agreement also may be terminated at any time, without the payment of penalty, by the Board or a majority of a Fund’s outstanding voting securities on 10 calendar days’ written notice to RIM. In approving the Interim Post-Transaction Agreement for each Fund, the Board, including the Independent Trustees, considered the same factors discussed above with respect to the Post-Transaction Agreement and reached the same conclusions.

Terms of the Existing and Post-Transaction Agreements

This section summarizes the terms of the Post-Transaction Agreement. The terms of the Post-Transaction Agreement for each Fund are the same as the terms of the Existing Agreement except with respect to the effective and termination dates.

The following summary of the Post-Transaction Agreement is qualified by reference to the form of the Post-Transaction Agreement attached to this Proxy Statement as Exhibit A. Information regarding the date of the Existing Agreement for each Fund is set forth in Exhibit C. Information regarding RIM, its other investment company clients, and fees paid by the Funds to its affiliates is included in Exhibit D.

Advisory and Other Services. Under the Post-Transaction Agreement, like under the Existing Agreement, RIM 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, RIM 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 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. Under the Post-Transaction Agreement, like under the Existing Agreement, RIM will also provide certain information for the preparation of registration statements, reports, and other documents required by federal and state securities laws.

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 RIM.

Delegation. Under the Post-Transaction Agreement, as under the Existing Agreement, RIM 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 RIM’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 RIM for use in making investment decisions for a Fund.

To the extent RIM 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, RIM 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. As with the Existing Agreement, the Post-Transaction Agreement authorizes RIM to utilize the research and other resources of its affiliates in providing its advisory services at no cost to RIM or the Trust. The Transaction is not intended to, and is not expected to, result in any 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, RIM and its affiliates.

Execution and Allocation of Portfolio Brokerage Commissions. Under the Post-Transaction Agreement, like under the Existing Agreement, RIM 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 RIM as able to provide “best execution” of such orders for the Funds. Whenever RIM 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, RIM may consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance RIM’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 RIM may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that RIM 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 RIM’s overall responsibilities to RIM’s discretionary accounts. RIM will only execute portfolio transactions with a broker or dealer that is an “affiliated person” of RIM pursuant to the Trust’s Board approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions.

Under the Post-Transaction Agreement, like under the Existing Agreement, RIM is permitted to aggregate transactions with other accounts managed by RIM to obtain best execution. RIM must allocate securities or other 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.

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 RIM. The Post-Transaction Agreement, like the Existing Agreement, contains a non-exhaustive list of expenses to be paid by the Trust. The Post-Transaction Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement.

Activities of RIM and its Affiliates. Under the Post-Transaction Agreement, as under the Existing Agreement, the services of RIM are not deemed exclusive and RIM is free to render similar services to others (including other investment companies) so long as its services under the agreement are not impaired thereby. Under the Post-Transaction Agreement, in connection with its rights and duties with respect to the Trust, RIM will continue to 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 will not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients.

Compensation of RIM. The Post-Transaction Agreement, like the Existing Agreement, provides that, as compensation for the services provided and expenses assumed by RIM under the agreement, the Trust will arrange for each Fund to pay RIM 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 A to this Proxy Statement. The Post-Transaction Agreement contains various details regarding calculation of the advisory fee. The Post- Transaction Agreement does not increase any Fund’s advisory fee rate. The aggregate amount of advisory fees incurred by each Fund for its most recently completed fiscal year are set forth in Exhibit B to this Proxy Statement.

Liabilities of RIM. 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 RIM or its corporate affiliates, RIM 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. Under the Post-Transaction Agreement, like under the Existing Agreement, RIM will 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.

Renewal and 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 accordance with the requirements of the 1940 Act (as amended) and the rules and regulations thereunder, or in accordance with such regulatory guidance, interpretations, or exemptive relief issued by the SEC or its staff from time to time.

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 RIM; (ii) will immediately terminate in the event of its assignment; and (iii) may be terminated by RIM on 60 days’ written notice to the Trust.

Trade Names and Trademarks. The Post-Transaction Agreement, like the Existing Agreement, will contain an acknowledgement that: (i) the Trust 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 (i) 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 accordance with such regulatory guidance, interpretations, or exemptive relief issued by the SEC or its staff from time to time, and (ii) 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 Existing Agreement, RIM 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, like the Existing Agreement, specifies that the Trust is the sole beneficiary of RIM’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.

Miscellaneous

RIM 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 RIM, TA Associates, Reverence Capital, the TA Funds, the Reverence Capital Funds, BEAM Topco or any subsidiary of RIM, TA Associates, Reverence Capital, the TA Funds, the Reverence Capital Funds or BEAM Topco was or is to be a party, except as follows: Vernon Barback, 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 his compensation arrangements with RIM 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 actions, if any, are available, necessary, appropriate and in the best interests of the Fund and its shareholders, which could include continuing to solicit approval of the Post-Transaction Agreement. As discussed above, the Board and, separately, the Independent Trustees, approved the Interim Post-Transaction Agreement with RIM for each Fund to permit continuity of management by RIM at no more than the current fee rate for up to 150 days following the Transaction while solicitation continues. (See “Factors Considered by the Trustees and their Recommendation – Interim Post-Transaction Agreement.”). In the event the Transaction is not consummated, RIM will continue to serve as investment adviser of the Funds pursuant to the terms of the Existing Agreement.

Additional Information Pertaining to RIM

For additional information concerning the ownership structure, affiliations, and certain other matters pertaining to RIM currently and as will be in effect upon the consummation of the Transaction, see Exhibit D.

Section 15(f) of the 1940 Act

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).

The Transaction Agreement provides that BEAM Topco shall not, and shall cause its affiliates not to, take (or fail to take) any action if such action (or failure to take such action) would have the effect, directly and indirectly, of causing the requirements of any of the provisions of Section 15(f) of the 1940 Act not to be met as to a Fund.

How Should I Vote on Proposal 1?

The Trust’s Board of Trustees unanimously recommends that you vote “FOR” Proposal 1.

Required Vote

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, 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 “FOR” PROPOSAL 1.

DISCUSSION OF PROPOSAL 2

A PROPOSAL TO PERMIT RIM TO ENTER INTO AND MATERIALLY AMEND SUBADVISORY AGREEMENTS WITH AFFILIATED MONEY MANAGERS WITHOUT SHAREHOLDER APPROVAL (ALL FUNDS EXCEPT THE LIFEPOINTS FUNDS)

Introduction

RIM and the Trust have received an exemptive order from the U.S. Securities and Exchange Commission (“SEC”) that permits RIM to engage an unaffiliated Money Manager at any time, subject to approval by the Funds’ Board, without a shareholder vote (the “Current RIM Order”). Currently, all Funds except the LifePoints Funds are permitted to rely on such order. Under the Current RIM Order, a Fund is required to notify its shareholders within 90 days after a Money Manager begins providing services. Each Fund selects Money Managers based upon the research and recommendations of RIM. RIM evaluates quantitatively and qualitatively the Money Managers’ investment style and process, performance record and portfolio characteristics in managing assets for specific asset classes, investment styles and strategies. Short-term investment performance, by itself, is not a controlling factor in the selection or termination of any Money Manager.

The Current RIM Order is not the most current type of manager of managers relief that the SEC now grants. In addition to allowing for entry into and modification of subadvisory agreements with unaffiliated Money Managers without shareholder approval, newer relief would allow RIM, subject to approval of the Board and certain conditions, to, without obtaining the prior approval of a majority of the outstanding voting securities of a Fund as is otherwise required by Section 15 of the 1940 Act: (i) enter into subadvisory agreements with affiliated, whether partially or wholly-owned, Money Managers, and (ii) materially amend subadvisory agreements with affiliated Money Managers (the “2019 Multi-Manager Relief”).

The SEC staff has issued a no-action letter permitting firms that have an older form of exemptive order, like the Current RIM Order, to extend that existing relief to allow the hiring of affiliated Money Managers subject to compliance with conditions of the 2019 Multi-Manager Relief if shareholder approval is obtained to operate as a fund using the 2019 Multi-Manager Relief.

This proposal requests shareholder approval to operate each applicable Fund as a Fund using the 2019 Multi-Manager Relief. This would expand what RIM can do by allowing it to hire affiliated Money Managers without shareholder approval.

If a Fund’s shareholders do not approve the proposal, the Fund would continue to rely on the Current RIM Order to allow RIM to hire unaffiliated Money Managers without shareholder approval.

For these purposes, an unaffiliated Money Manager is a subadviser for a Fund that is not an affiliate of the Fund or RIM, which means that (a) it does not control and is not owned or controlled by a control person of the Trust or RIM, (b) it does not own or control 5% of the outstanding voting shares of any Fund or RIM, or (c) a Fund or RIM does not own or control 5% of its outstanding voting shares (an “unaffiliated Money Manager”). A partially-owned Money Manager for a Fund means a Money Manager which is partially-owned (meaning an entity that owns or controls a portion of the equity of another entity, either directly or indirectly through other subsidiaries) by RIM, a sister company of RIM, which is itself wholly-owned by a company that wholly owns RIM (“partially-owned Money Manager”), or a parent company of RIM. Furthermore, a wholly-owned Money Manager for a Fund means a Money Manager which is wholly-owned (meaning an entity that owns or controls all of the equity of another entity, either directly or indirectly through other subsidiaries) by either RIM or a sister company of RIM, which is itself wholly-owned by a company that wholly owns RIM (a “wholly-owned Money Manager,” together with partially-owned Money Managers, “affiliated Money Managers”).

The Current Applicable Exemptive Order

Under the Current RIM Order issued by the SEC in 2013, RIM may, with respect to a Fund and subject to supervision and approval of the Board, enter into and materially amend subadvisory agreements with unaffiliated Money Managers without such agreements being approved by the shareholders of the Fund. RIM therefore, with approval from the Board, has the right to hire, terminate, or replace unaffiliated Money Managers and modify or amend their subadvisory agreements without shareholder approval. RIM continues to have the ultimate responsibility to oversee the Money Managers and recommend their hiring, termination and replacement to the Board. Within 90 days of the hiring of any new unaffiliated Money Manager for the Fund under the Current RIM Order, shareholders of the Fund must be furnished with all information about the new Money Manager that would have been in a proxy statement seeking shareholder approval of the new Money Manager. However, the Current RIM Order does not permit RIM, with respect to a Fund, to enter into and materially amend subadvisory agreements with any affiliated Money Manager without prior shareholder approval.

In addition, the Current RIM Order permits a Fund to disclose only the aggregate amount of fees paid by RIM to all Money Managers of a Fund (“Aggregate Fee Disclosure”), consisting of: (1) the total advisory fee charged by RIM to the Fund; (2) the aggregate fees paid by RIM to all Money Managers managing assets of the Fund; and (3) the net advisory fee retained by RIM after paying all Money Managers managing assets of the Fund. For any Fund that employs an affiliated Money Manager, the Current RIM Order requires separate disclosure of any fees paid to the affiliated Money Manager.

Shareholders of all of the Funds other than the LifePoints Funds have approved the ability of the Trust and RIM to rely on the Current RIM Order (whether through solicitation of a shareholder vote or approval by the sole initial shareholder at the time of the Fund’s launch).

SEC staff no-action relief issued following issuance of the 2019 Multi-Manager Relief would permit a Fund to apply the same relief in the Current RIM Order with respect to any existing and future affiliated Money Managers, in addition to unaffiliated Money Managers, if approved by shareholders. This proposal seeks shareholder approval to apply this expanded relief to each applicable Fund.

Under the expanded relief, the applicable Funds would be permitted, subject to certain conditions and with the approval of the Board, to do the following without obtaining prior approval from shareholders of a Fund:

(a)

to engage or retain affiliated Money Managers, in addition to unaffiliated Money Managers;

(b)

to subsequently change such Money Managers; or

(c)

to continue the employment of existing Money Managers after events that under the 1940 Act and the relevant subadvisory agreements would otherwise cause an automatic termination of the subadvisory agreements.

In addition, the expanded exemptive relief would permit a Fund to provide Aggregate Fee Disclosure as follows:

(a)

advisory fees paid by the Fund to RIM and the subadvisory fees paid by RIM to wholly-owned Money Managers for the Fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each individually; and

(b)

subadvisory fees paid by RIM to multiple partially-owned and unaffiliated Money Managers for the Fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each partially-owned and unaffiliated Money Manager individually.

If this proposal is approved by shareholders of a Fund, RIM and the Fund generally intend to rely on the expanded relief under the 2019 Multi-Manager Relief and to comply with its conditions which are summarized below. If, however, after this proposal is approved by shareholders, the 2019 Multi-Manager Relief and related no-action relief is rescinded (and no corresponding exemptive rule is adopted), the Trust intends to rely on the Current RIM Order and to comply with its conditions.

The hiring of, replacement of, or changing of a subadvisory agreement with, affiliated Money Managers would no longer require approval by shareholders of a Fund. However, any subadvisory agreement or amendment to the Fund’s existing agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Fund must be submitted to the Fund’s shareholders for approval. Even if shareholders approve this arrangement, approval by the Board, including a majority of the Independent Trustees, will still be required to engage a new Money Manager or change any subadvisory agreement.

RIM will continue to have overall supervisory responsibility for the general management and investment of each Fund’s assets. Subject to the Board’s review and approval, RIM will set the Fund’s investment strategies; evaluate, select and recommend Money Managers to the Fund; and implement procedures reasonably designed to ensure subadvisers comply with the Fund’s investment objective, policies and restrictions. RIM will also monitor and evaluate the performance of Money Managers, and inform shareholders of the hiring of a new Money Manager within 90 days of such hiring. However, as noted above, RIM and the Fund may not enter into a new or amended subadvisory agreement with any Money Manager that results in an increase in the Fund’s advisory fee without first receiving shareholder approval.

At least a majority of the Board will be Independent Trustees at all times, and independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act, will be engaged to represent the Independent Trustees. The selection and nomination of new or additional Independent Trustees, and the selection of independent legal counsel, will be within the discretion of the then-existing Independent Trustees.

When a Money Manager is hired or terminated, RIM must provide the Board with information about the profitability of RIM with respect to the Fund. In addition, when a Money Manager change is proposed for the Fund with an affiliated Money Manager in reliance on the expanded relief, the Board will evaluate any material conflicts that may be present in the proposed subadvisory arrangement and make a separate finding that (i) the change is in the best interests of the Fund and its shareholders, and (ii) the change does not involve a conflict of interest from which RIM or a Money Manager receives an inappropriate advantage.

Lastly, if the SEC adopts a rule under the 1940 Act that provides substantially similar relief that the 2019 Multi-Manager Relief provides, such relief will expire on the effective date of that rule.

The Board has concluded that, by approving this proposal, shareholders will afford a Fund the opportunity to forego the costly expense of, and unnecessary delays associated with, proxy solicitations due to necessary Money Manager changes. Therefore, if shareholders approve this proposal, they could benefit from potential cost savings to the Fund, as well as allowing RIM to act more quickly to change Money Managers after it has determined that such a change would be in the best interest of the Fund and its shareholders. Approval of this proposal would place each applicable Fund in the same position as many other funds in other fund complexes that already operate under similar manager-of-managers arrangements, enabling the Funds to benefit from the same operational flexibility that is widely available across the mutual fund industry. Although RIM has no current plans to hire any affiliated Money Managers, approval by shareholders will preserve flexibility to do so in the future and avoid the cost of seeking shareholder approval at that time.

How Should I Vote on Proposal 2?

The Trust’s Board of Trustees unanimously recommends that you vote “FOR” Proposal 2.

Required Vote

Approval of this proposal 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, 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

DISCUSSION OF PROPOSAL 3

ELECTION OF TRUSTEE TO THE BOARD

Who is the Trustee Nominee?

The Board has nominated Ms. Ellen M. Needham to stand for election by shareholders as an Independent Trustee of the Trust. Ms. Ellen M. Needham was appointed to the Board by the Independent Trustees in 2024. Ms. Needham has not previously been elected to the Board by shareholders. The Nominating and Governance Committee of the Board recommended Ms. Ellen M. Needham as a nominee for election.

Ms. Ellen M. Needham would remain on the Board of the Trust even if not elected by shareholders. The Trustee Nominee is considered to be a “disinterested” or “independent” person of the Trust, meaning that she has no direct affiliation with the Trust, RIM, any Money Manager or the principal underwriter to the Trust. The Trustee Nominee is not a party adverse to the Trust or any of its affiliates in any material legal proceeding, nor does the Trustee Nominee have a materially adverse interest to the Trust. The table below sets forth information concerning the Trustee Nominee.


Name:		Ellen M. Needham
Year of Birth:		1967
Address:		401 Union Street, 18th Floor, Seattle, WA 98101
Position(s) Held with the Trust:		Trustee since 2024; Chairman of the Audit Committee since 2026
Term of Office:		Until successor is duly elected and qualified
Length of Time Served:		Two years
Number of Funds in the Fund Complex Overseen:		49
Principal Occupation(s) During the Past Five Years:		Retired; Until 2023, Senior Managing Director, State Street Global Advisors; Chairman, SSGA Funds Management, Inc.; President and Director, SSGA Funds Management, Inc., and Director, State Street Global Advisors, Funds Distributors, LLC (financial services companies)

Additional Information about the Trustee Nominee

The Trustees believe that the Trustee Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the Board, collectively, lead to the conclusion that the Trustee Nominee possesses the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that the Trustee Nominee’s ability to review critically, evaluate, question and discuss information provided to her; to interact effectively with RIM, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of her duties as Trustee, support this conclusion. The Trustees also evaluated whether the Trustee Nominee is willing and able to commit the time necessary for the performance of the duties of a Trustee and whether the Trustee Nominee is otherwise qualified under applicable laws and regulations to serve as a Trustee. The Trustees have also considered not only the contributions that the Trustee Nominee can make to the Board and the Trust based upon her particular background, business and professional experience, education and skills, among other things, but also whether such background, business and professional experience, education and skills enhance the Board’s diversity. The Board’s Nominating and Governance Committee considers diversity of background, experience and views among its members a factor in evaluating the composition of the Board but has not adopted any specific policy on diversity.

To date, the Nominating and Governance Committee has been able to identify, and expects to continue to be able to identify, an ample number of qualified candidates from the resources at its disposal.

As described in the table above, the Trustee Nominee possesses the experience and skills to provide her with a basis of acquiring knowledge of the business and operation of the Funds and the Trust. In addition, the following specific experience, qualifications, attributes and/or skills apply to the Trustee Nominee: Ms. Needham has had experience in executive management roles with other financial services institutions and has had experience as a member of the board of trustees of other investment companies and has been determined by the Board to be an “audit committee financial expert.”

Ms. Ellen M. Needham was referred by contacts of the Nominating and Governance Committee.

Why is the Trustee Nominee Being Elected at the Present Time?

Section 16(a) of the 1940 Act provides that a board of trustees may fill a board seat vacancy between meetings and without shareholder approval only if immediately after such vacancy is filled, at least two-thirds of the trustees then holding office were previously elected by shareholders. However, if, at any time, less than a majority of trustees have been elected by holders of the outstanding voting securities, the board of trustees would not be permitted to fill a board seat vacancy and would be required to call a special meeting within sixty (60) days for the purpose of electing trustees to fill any existing vacancies.

The Board is currently in compliance with the two-thirds shareholder-elected requirement. If Proposal 3 is adopted, the Board would be composed in its entirety of shareholder-elected Trustees and, therefore, the Trust would not be expected to be required to hold a special shareholder meeting to elect new Trustees in the near term. Accordingly, the Board unanimously recommends that shareholders vote to approve Proposal 3. Doing so will provide the Board with the flexibility to fill any future vacancy without holding such a special meeting.

If Ms. Ellen M. Needham does not receive a plurality of all outstanding shares of the Trust voting, she will remain on the Board as a non-shareholder elected Trustee.

How Long Do Trustees Serve on the Board?

Each Trustee shall retire from service on the Board of Trustees at the end of the calendar year in which the Trustee reaches 75 years of age. However, at the discretion of the Board, a one-year waiver may be granted from the application of the policy, which will allow the Trustee to continue to serve on the Board for an additional one-year period following the end of the calendar year in which the Trustee reaches 75 years of age. A maximum of five one-year waivers may be granted by the Board to the Trustee. Any Trustee may resign at any time by written instrument signed by him or her and delivered to the Chairman of the Board, the President or the Secretary (other than him or herself) of the Trust, or to a meeting of the Trustees. Such resignation shall be effective upon delivery unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust or resolution of the Board, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages or other payment on account of such removal. Any Trustee may be removed at any time by a vote of at least two-thirds of the number of Trustees prior to such removal. Any Trustee may also be removed at any meeting of shareholders called for that purpose by a vote of two-thirds of the total combined net asset value of all shares of the Trust issued and outstanding. A meeting of shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of shareholders owning 10% or more of the shares of the Trust in the aggregate.

What are the Board’s Responsibilities?

The Board is responsible under Massachusetts law for generally overseeing management of the business and affairs of the Trust and does not manage operations on a day-to-day basis. The officers of the Trust, all of whom are employed by and are officers of RIM or its affiliates, are responsible for the day-to-day management and administration of the Funds’ operations. The Board carries out its general oversight responsibilities in respect of

the Funds’ operations by, among other things, meeting with the Trust’s management at the Board’s regularly scheduled meetings and as otherwise needed and, with the assistance of the Trust’s management, monitoring or evaluating the performance of the Funds’ service providers, including RIM, the Funds’ custodian and the Funds’ transfer agent. As part of this oversight process, the Board consults not only with management and RIM, but with the Trust’s independent auditors, Fund counsel and independent counsel to the Independent Trustees. The Board monitors Fund performance as well as the quality of services provided to the Funds. As part of its monitoring efforts, the Board reviews Fund fees and expenses in light of the nature, scope and overall quality of services provided to the Funds. The Board is required under the 1940 Act to review and approve the Funds’ contracts with RIM and the Money Managers.

What are the Board’s Standing Committees?

The Board has a standing Audit Committee, Nominating and Governance Committee, and Regulatory and Investment Compliance Committee.

Audit Committee

The Board has adopted and approved a formal written charter for the Audit Committee, which sets forth the Audit Committee’s current responsibilities. The Audit Committee’s primary functions are: (1) to assist Board oversight of (a) the integrity of the Funds’ financial statements, (b) the Trust’s compliance with legal and regulatory requirements that relate to financial reporting, as appropriate, (c) the independent registered public accounting firm’s qualifications and independence, and (d) the performance of the Trust’s independent registered public accounting firm; (2) to oversee the Trust’s accounting and financial reporting policies and practices and its internal controls; and (3) to act as a liaison between the Trust’s independent registered public accounting firm and the full Board. The Audit Committee reviews both the audit and non-audit work of the Trust’s independent registered public accounting firm, submits a recommendation to the Board as to the selection of the independent registered public accounting firm, and pre-approves all audit and non-audit services to be rendered by the independent registered public accounting firm for the Trust.

Currently, the Audit Committee members are Messrs. Jeremy May and Jack R. Thompson and Mses. Michelle L. Cahoon and Ellen M. Needham, each of whom is an Independent Trustee. Ms. Ellen M. Needham has been determined by the Board to be an “audit committee financial expert” as that term is defined by the SEC’s regulations. For the fiscal year ended December 31, 2025, the Audit Committee held 5 meetings.

Regulatory and Investment Compliance Committee

The Board has adopted and approved a formal written charter for the Regulatory and Investment Compliance Committee, which sets forth the Regulatory and Investment Compliance Committee’s current responsibilities. The Regulatory and Investment Compliance Committee: (1) shall regularly receive, review and consider reports on certain regulatory and investment-related compliance matters regarding the operation of the Funds, separately and as a whole; (2) shall review with RIM and its affiliates the kind, scope, and format of, and the time periods covered by the reports provided to the Committee; (3) may review with RIM and its affiliates such other regulatory and investment-related compliance matters that are related to the operation of the Funds as the Committee may deem to be necessary or appropriate; and (4) may meet with any officer of the Trust, or officer or other representative of RIM, any Money Manager to a Fund or other service provider to the Trust.

Currently, the Regulatory and Investment Compliance Committee members are Messrs. Vernon Barback, Michael Day and Raymond P. Tennison, Jr. and Mses. Julie Dien Ledoux and Jeannie Shanahan, with Ms. Shanahan serving as Chairman since 2023. For the fiscal year ended December 31, 2025, the Regulatory and Investment Compliance Committee held 4 meetings.

Nominating and Governance Committee

The Board has adopted and approved a formal written charter for the Nominating and Governance Committee, which sets forth the Nominating and Governance Committee’s current responsibilities. The primary functions of the Nominating and Governance Committee are to: (1) nominate and evaluate individuals for Trustee membership on the Board, including individuals who are not interested persons of the Trust for Independent Trustee membership; (2) supervise an annual assessment by the Trustees taking into account such factors as the Committee may deem appropriate; (3) review the composition of the Board; (4) review Independent Trustee compensation; and (5) make nominations for membership on all Board committees and review the responsibilities of each committee. In evaluating all candidates for membership on the Board, the Nominating and Governance Committee considers, among other factors that it may deem relevant: whether or not the person is willing and able to commit the time necessary for the performance of the duties of a Trustee; whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; the contribution which the person may be expected to make to the Board and the Trust, with consideration being given to the person’s business and professional experience, board experience, education, diversity and such other factors as the Committee, in its sole judgment, may consider relevant; and the character and integrity of the person. In evaluating and identifying Independent Trustee candidates, the Nominating and Governance Committee considers factors it deems relevant which include: whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve on the Board; whether or not the person has any relationship that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser of the Funds, Fund service providers or their affiliates; whether or not the person serves on boards of, or is otherwise affiliated with, competing organizations or funds; and the character and integrity of the person and the contribution which the person can make to the Board. The Nominating and Governance Committee does not have a formal diversity policy but it may consider diversity of professional experience, education and skills when evaluating potential nominees. The Committee will not consider nominees recommended by shareholders of the Funds.

Currently, the Nominating and Governance Committee members, each of whom is an Independent Trustee, are Messrs. Jeremy May, Raymond P. Tennison, Jr. and Jack R. Thompson and Mses. Michelle L. Cahoon and Julie Dien Ledoux, with Mr. May serving as Chairman since 2025. For the fiscal year ended December 31, 2025, the Nominating and Governance Committee held 1 meeting.

How Does the Board of Trustees Oversee Risk?

The Board’s role in risk oversight of the Funds reflects its responsibility under applicable state law to oversee generally, rather than to manage, the operations of the Funds. In line with this oversight responsibility, the Board receives reports and makes inquiry at its regular meetings and as needed regarding the nature and extent of significant Fund risks (including investment, operational, compliance and valuation risks) that potentially could have a material adverse impact on the business operations, investment performance or reputation of the Funds, but relies upon the Funds’ management (including the Funds’ portfolio managers), the Funds’ Chief Compliance Officer (“CCO”), who reports directly to the Board, and RIM (including RIM’s Chief Risk Officer (“CRO”)) to assist it in identifying and understanding the nature and extent of such risks and determining whether, and to what extent, such risks may be eliminated or mitigated. Under the Funds’ multi-manager structure, RIM is responsible for oversight, including risk management oversight, of the services provided by the Funds’ Money Managers, and providing reports to the Board with respect to the Money Managers. In addition to reports and other information received from Fund management and RIM regarding the Funds’ investment program and activities, the Board as part of its risk oversight efforts meets at its regular meetings and as needed with representatives of the Funds’ senior management, including its CCO, to discuss, among other things, risk issues and issues regarding the policies, procedures and controls of the Funds. The Board receives quarterly reports from the CCO and the CRO and other representatives of the Funds’ senior management which include information regarding risk issues. The Board believes it is not possible to identify all risks that may affect the Funds; it is not practical or cost-effective to eliminate or mitigate all risks; and it is necessary for the Funds to

bear certain risks (such as investment-related risks) to achieve their investment objectives. The Board believes that having an Independent Trustee serve as Chairman, separate from the President and Chief Executive Officer, is appropriate for the Trust because it reinforces the independence of Board oversight of RIM and the Funds’ management and is consistent with the Trust’s obligations under the 1940 Act.

How Often Does the Board Meet?

The Board typically meets approximately eight times per year to review the operations of the Trust and the Funds, including four quarterly meetings, two meetings to consider the annual renewal of certain Fund contractual arrangements, one meeting to consider certain matters arising in connection with the Board’s obligations under Rule 38a-1 under the 1940 Act, and one meeting to consider applicable insurance coverages. During RIF’s last fiscal year ended December 31, 2025, the Board met 11 times.

Are the Trustees and Officers of the Trust Paid for Their Services to the Trust?

Independent Trustees are paid an annual retainer. Meeting attendance fees are paid for special meetings of the Nominating and Governance Committee and for special Board meetings related to consideration or approval of a new investment advisory agreements required as a result of any future change of control of RIM. Chairperson and vice-chairperson fees are paid at the Board and Committee levels. In addition, Independent Trustees are reimbursed for any travel and other expenses incurred in attending Board and Committee meetings. The Trust’s officers are paid by RIM or its affiliates.

The following table sets forth the compensation paid to each Trustee by the Trust for the fiscal year ended December 31, 2025.


Name of Trustee	Aggregate Compensation From RIF		Pension or Retirement Benefits Accrued as Part of RIF Expenses		Estimated Annual Benefits Upon Retirement
Interested Trustee
Vernon Barback		N/A		N/A		N/A
Independent Trustees
Michelle L. Cahoon	$	22,127	$	0	$	0
Michael Day	$	20,957	$	0	$	0
Julie Dien Ledoux	$	24,341	$	0	$	0
Jeremy May	$	22,157	$	0	$	0
Ellen M. Needham	$	20,957	$	0	$	0
Jeannie Shanahan	$	22,127	$	0	$	0
Raymond P. Tennison, Jr.	$	29,022	$	0	$	0
Jack R. Thompson	$	21,221	$	0	$	0

Does the Trustee Nominee Own Fund Shares?

As of July 31, 2026, the Trustee Nominee owned the following with respect to each Fund and to all funds in the Russell Investments Fund Complex:


	DOLLAR RANGE OF EQUITY SECURITIES IN EACH FUND	AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE NOMINEE IN RUSSELL INVESTMENTS FUND COMPLEX
Ellen M. Needham	None	over $100,000

As of July 31, 2026, the other Trustees owned the following with respect to each Fund and to all Funds in the Russell Investments Fund Complex:


	DOLLAR RANGE OF EQUITY SECURITIES IN EACH FUND	AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN RUSSELL INVESTMENTS FUND COMPLEX
Vernon Barback	None	over $100,000
Michelle L. Cahoon	None	over $100,000
Michael Day	None	over $100,000
Julie Dien Ledoux	None	over $100,000
Jeannie Shanahan	None	over $100,000
Raymond P. Tennison, Jr.	None	over $100,000
Jack R. Thompson	None	over $100,000

How Should I Vote on Proposal 3?

The Trust’s Board of Trustees unanimously recommends that you vote “FOR” Proposal 3.

Required Vote

The Trustee Nominee must receive a plurality of all outstanding shares of the Trust voting to be elected.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE TRUST VOTE “FOR” PROPOSAL 3.

OTHER INFORMATION

The following tables provide information for each officer and Trustee of the Funds. The Russell Investments Fund Complex consists of the Trust, Russell Investments Exchange Traded Funds (“RIETF”), a registered investment company which has eight exchange traded funds, the Russell Investments Strategic Credit Fund (“RISCF”), a registered closed-end investment company operating as an “interval fund,” the Russell Investments New Economy Infrastructure Fund (“RINEIF”), a registered closed-end investment company operating as an “interval fund,” and Russell Investment Company (“RIC”), a registered investment company which has 30 mutual funds. Each of the Trustees is a trustee of the Trust, RIETF, RISCF, RINEIF and RIC.

Trustees of the Trust


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 Investments Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Interested Trustee
Vernon Barback# Born 1956 401 Union Street, 18th Floor, Seattle, WA 98101	• President and Chief Executive Officer since 2022 • Trustee since 2021	• Until successor is chosen and qualified by Trustees • Until successor is duly elected and qualified	• President and CEO, RIC, RIF, RIETF, RISCF and RINEIF • Vice Chairman, Russell Investments • From 2022 to 2024, Chief Operating Officer, Russell Investments • From 2021 to 2022, Chief Administrative Officer, Russell Investments • From 2019 to 2021, Vice Chairman, Russell Investments	49	None.

#	Mr. Barback is Vice Chairman of an affiliate of RIM and is therefore an Interested Trustee.


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 Investments Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
Michelle L. Cahoon Born 1966 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2021 • Vice Chairman since 2026	• Until successor is duly elected and qualified • Approved Annually	• Retired • Trustee, Fairway Private Equity & Venture Capital Opportunities Fund (investment company)	49	• Trustee, Fairway Private Equity & Venture Capital Opportunities Fund (investment company)

Michael Day Born 1957 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2021	• Until successor is duly elected and qualified	• From 2019 to 2023, President and Chief Executive Officer, Topa Insurance Group (insurance company)	49	• From 2016 to 2023, Director, Topa Insurance Group (insurance company) • From 2020 to 2022, Director, Puppet, Inc. (information technology company) • Director, Somos, Inc. (information technology company) • Since 2024, Director, Simulint, Inc. (information technology company)

Julie Dien Ledoux Born 1969 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2019 • Chairman since 2026	• Until successor is duly elected and qualified • Approved Annually	• Retired	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 Investments Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
Jeremy May Born 1970 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2021 • Chairman of the Nominating and Governance Committee since 2025	• Until successor is duly elected and qualified • Until successor is duly elected and qualified	• Founder and Chief Executive Officer, Paralel Technologies LLC (information technology company) • Until 2024, Director, TFIN.AI LLC (financial services company) • Until March 2021, Chief Operating Officer, Magnifi LLC (information technology company)	49	• Trustee, New Age Alpha Funds Trust and New Age Alpha Variable Funds Trust (investment companies) • Trustee, Bow River Capital Evergreen Fund (investment company) • Until 2024, Director, TFIN.AI LLC • Until 2022, Trustee, New Age Alpha Trust • Until 2021, Trustee, Reaves Utility Income Fund • Until 2021, Trustee, ALPS Series Trust

Ellen M. Needham Born 1967 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2024 • Chairman of the Audit Committee since 2026	• Until successor is duly elected and qualified • Until successor is duly elected and qualified	• Retired • Until 2023, Senior Managing Director, State Street Global Advisors; Chairman, SSGA Funds Management, Inc.; President and Director,	49	• Trustee, GoldenTree Opportunistic Credit Fund (investment company) • Trustee, The 2023 ETF Series Trust (investment company) • Until 2025, Trustee, The 2023 ETF Series Trust II


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 Investments Fund Complex Overseen by Trustee	Other Directorships Held by Trustee During the Past 5 Years
			SSGA Funds Management, Inc.; and Director, State Street Global Advisors Funds Distributors, LLC (financial services companies)		• Until 2023, Trustee of numerous State Street-sponsored investment companies • Until 2023, Director, State Street Variable Insurance Series Funds, Inc.
Jeannie Shanahan Born 1964 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2021 • Chairman of the Regulatory and Investment Compliance Committee since 2023	• Until successor is duly elected and qualified • Until successor is duly elected and qualified	• Retired • Until 2021, President, Twin Star Consulting, LLC (consulting company)	49	• Until 2021, Director, Ellie Fund, Inc. (non-profit)

Raymond P. Tennison, Jr. Born 1955 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2000	• Until successor is duly elected and qualified	• Retired	49	None

Jack R. Thompson Born 1949 401 Union Street, 18th Floor Seattle, WA 98101	• Trustee since 2005	• Until successor is duly elected and qualified	• Retired	49	None

Officers of the Trust


Name, Age, Address	Position(s) Held With Fund and Length of Time Served	Term of Office	Principal Occupation(s) During the Past 5 Years
Vernon Barback Born 1956 401 Union Street, 18th Floor Seattle, WA 98101	• President and Chief Executive Officer since 2022	• Until successor is chosen and qualified by Trustees	• President and CEO, RIC, RIF, RIETF, RISCF and RINEIF • Vice Chairman, Russell Investments• From 2022 to 2024, Chief Operating Officer, Russell Investments • From 2021 to 2022, Chief Administrative Officer, Russell Investments • From 2019 to 2021, Vice Chairman, Russell Investments

Cheryl Wichers Born 1966 401 Union Street, 18th Floor Seattle, WA 98101	• Chief Compliance Officer since 2005	• Until removed by Independent Trustees	• Chief Compliance Officer, RIC, RIF, RIETF, RISCF and RINEIF • Chief Compliance Officer, Russell Investments Financial Services, LLC (“RIFIS”) and Russell Investments Fund Services, LLC (“RIFUS”) • Broker Dealer Chief Compliance Officer, Russell Investments Implementation Services, LLC

Officers of the Trust


Name, Age, Address	Position(s) Held With Fund and Length of Time Served	Term of Office	Principal Occupation(s) During the Past 5 Years
Kate El-Hillow Born 1974 401 Union Street, 18th Floor Seattle, WA 98101	• Chief Investment Officer since 2021	• Until removed by Trustees	• Chief Investment Officer and President, Russell Investments • Chief Investment Officer, RIC, RIF, RIETF, RISCF and RINEIF • President, RIM • Until 2021, Deputy Chief Investment Officer, Senior Portfolio Manager, Head of Strategy Selection and Head of Portfolio Management & Risk, Goldman Sachs

Mary Beth Albaneze Born 1969 401 Union Street, 18th Floor Seattle, WA 98101	• Secretary and Chief Legal Officer since 2010	• Until successor is chosen and qualified by Trustees	• Associate General Counsel, Russell Investments • Secretary, RIM, RIFUS and RIFIS • Secretary and Chief Legal Officer, RIC, RIF, RIETF, RISCF and RINEIF • Secretary, U.S. One, LLC

Service Providers

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 Adviser		RIM

Administrator and Transfer and Dividend Disbursing Agent		Russell Investments Fund Services, LLC (“RIFUS”)

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

Distributor		Russell Investments Financial Services, LLC (“RIFIS”)

Independent Registered Public Accounting Firm		PricewaterhouseCoopers LLP (“PwC”)

Investment Advisory Services. For a discussion of investment advisory services provided by RIM, please see “Discussion of Proposal 1.”

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

Transfer and Dividend Disbursing Agent. RIFUS serves as the transfer and dividend disbursing agent for RIF. For this service, RIFUS is paid a fee for transfer agency and dividend disbursing services provided to RIF. RIFUS retains a portion of this fee for its services provided to RIF and pays the balance to unaffiliated agents who assist in providing these services. RIFUS’s mailing address is 401 Union Street, 18th Floor, Seattle, WA 98101.

Custodian and Portfolio Accountant. State Street serves as the custodian and fund accountant for the Funds. 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 each Fund for regulatory and financial reporting purposes. The mailing address for State Street is: 1776 Heritage Drive, North Quincy, MA 02171.

Distributor. RIFIS serves as the distributor of RIF Shares. The Distributor distributes shares of the Funds continuously, but reserves the right to suspend or discontinue distribution on that basis. The Distributor is not obligated to sell any specific amount of Fund Shares. The Distributor is a wholly-owned subsidiary of RIM and its mailing address is 401 Union Street, 18th Floor, Seattle, WA 98101.

Independent Registered Public Accounting Firm

PwC serves as the Independent Registered Public Accounting Firm of the Trust. PwC is responsible for performing annual audits of the financial statements and financial highlights of the Funds in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and providing federal tax return preparation services and other tax compliance services. The mailing address of PwC is 1420 Fifth Avenue, Suite 2800, Seattle, Washington 98101.

Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Trust’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were as follows:


Russell Investment Funds	Fees
Fiscal Year Ended December 31, 2024	$	295,937
Fiscal Year Ended December 31, 2025	$	307,773

Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Trust’s financial statements and are not reported above were as follows:


Russell Investment Funds	Fees		Nature of Services
Fiscal Year Ended December 31, 2024	$	103,259	Tax Services performed in connection with the Audit
Fiscal Year Ended December 31, 2025	$	107,392	Tax Services performed in connection with the Audit

Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were as follows:


Russell Investment Funds	Fees		Nature of Services
Fiscal Year Ended December 31, 2024	$	92,865	Tax services
Fiscal Year Ended December 31, 2025	$	92,865	Tax services

All Other Fees. PwC did not bill the Trust for other products and services, other than the services reported above, for the Trust’s two most recently completed fiscal years.

Aggregate Non-Audit Fees. There were no non-audit fees billed by PwC for services rendered to the registrant, and to the registrant’s investment adviser (not including any sub-advisor (i.e., Money Manager) whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee has adopted pre-approval policies and procedures for certain services provided by PwC. These policies and procedures are attached to this Proxy Statement as Exhibit G. The Audit Committee has determined that the provision by PwC of non-audit services to RIM, and any entity controlling, controlled by, or under common control with RIM, that were not pre-approved by the Audit Committee was compatible with maintaining the independence of PwC as the Funds’ principal auditors.

Principal Holders and Ownership by Officers and Trustees

Record or Beneficial Share Ownership. To the knowledge of the Trust, no person owned of record or were known by the Funds to beneficially own more than 5% of the outstanding shares of any Fund as of July 31, 2026, except as listed in Appendix B.

Security Ownership of Officers and Trustees. The Trustees, Chief Executive Officer and Chief Accounting Officer of the Trust did not own any shares of the Funds as of July 31, 2026.

Other Matters to Come Before the Special Meeting

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.

Householding

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 solicitation agent at (877) 816-8978. The Trust will then promptly deliver a separate copy of the Proxy Statement to any shareholder or Policy Owners 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.

Shareholder Communications with the Board of Trustees

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 401 Union Street, 18th Floor, Seattle, WA 98101, who will forward such communication to the Trustees.

Shareholder Information

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 401 Union Street, 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.

Massachusetts State Law Considerations

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 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.

INSTRUCTIONS FOR SIGNING PROXY CARDS AND VOTING INSTRUCTION CARDS

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.

1.	Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card(s) or voting instruction card(s).

2.	Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card(s) or voting instruction card(s).

3.	Other Accounts: The capacity of the individual signing the proxy card(s) or voting instruction card(s) should be indicated unless it is reflected in the form of registration. For example:


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

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

EXHIBIT A

Form of Investment Advisory Agreement

ADVISORY AGREEMENT

RUSSELL INVESTMENT FUNDS

THIS ADVISORY AGREEMENT is made this [ ] day of [ ], 2027 (this “Agreement”), between RUSSELL INVESTMENT FUNDS, a Massachusetts business trust hereinafter called the “Trust” and RUSSELL INVESTMENT MANAGEMENT, LLC, a Washington Limited Liability Company 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 Third 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:

1. Appointment of Adviser.

(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, 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.

Exhibit A-1

2. Duties of Adviser.

(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

Exhibit A-2

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 Third 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

Exhibit A-3

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 its affiliates in providing investment advisory services pursuant to this Agreement. The Trust shall not be obligated to pay any fee to an affiliate of the Adviser for these services.

Exhibit A-4

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:

(a) Expenses of all audits by independent public accountants;

(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;

(e) Expenses of maintaining each Fund’s tax records;

(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;

(g) Taxes levied against the Trust;

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

(i) Costs, including the interest expense, of borrowing money;

(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;

(l) Costs of printing stock certificates representing shares of the Trust;

(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;

(o) Association membership dues; and

(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.

4. Compensation.

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

Exhibit A-5

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 Third 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.

6. Liabilities of the Adviser.

(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.

7. Renewal and Termination.

(a) This Agreement shall become effective on and as of [ ], 2027, 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 accordance with the requirements of the 1940 Act (as amended) and the rules and regulations thereunder, or in accordance with such regulatory guidance, interpretations, or exemptive relief issued by the SEC or its staff from time to time; 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.

(b) This 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 the Adviser;

(ii) Shall immediately terminate in the event of its assignment; and

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

Exhibit A-6

(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: (i) the Trust 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.

9. Amendment of Agreement. This Agreement may be amended by mutual consent, and the consent of the Trust must be approved by (i) 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 accordance with the requirements of the 1940 Act (as amended) and the rules and regulations thereunder, or in accordance with such regulatory guidance, interpretations, or exemptive relief issued by the SEC or its staff from time to time, and, (ii) 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 Third Amended and Restated Master Trust Agreement dated February 8, 2021, 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 Third Amended and Restated 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 Third 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 Third 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.

Exhibit A-7

Exhibit A


Fund	Asset Level	Fee
U.S. Strategic Equity Fund	All assets		0.73	%
U.S. Small Cap Equity Fund	All assets		0.90	%
International Developed Markets Fund	All assets		0.90	%
Strategic 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	%
Aggressive Strategy Fund	All assets		0.20	%
Equity Aggressive Strategy Fund	All assets		0.20	%

Exhibit A-9

EXHIBIT B

Investment Advisory Fees Paid by the Funds

The following chart sets forth the amount of advisory fees paid by the Funds (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, 2025.


Fund	Gross Advisory Fees Paid (USD)		Advisory Fees Waived/Amounts Reimbursed (USD)		Net Advisory Fees Paid (USD)
U.S. Strategic Equity Fund	$	4,516,007	$	247,452	$	4,268,555
U.S. Small Cap Equity Fund		1,806,069		49,367		1,756,702
Global Real Estate Securities Fund		7,704,997		0		7,704,997
International Developed Markets Fund		3,356,526		142,795		3,213,731
Strategic Bond Fund		4,778,884		86,889		4,691,995
Moderate Strategy Fund		131,835		158,013		0
Balanced Strategy Fund		429,440		334,685		94,755
Aggressive Strategy Fund		359,468		276,592		82,876
Equity Aggressive Strategy Fund		102,533		137,474		0

Exhibit B-1

EXHIBIT D

Additional Information about RIM and its Affiliates

Ownership Structure of RIM (Pre- and Post-Transaction)

Pre-Transaction

RIM is an indirect, wholly-owned subsidiary of RIG, with its business address at 401 Union Street, 18th Floor, Seattle, WA 98101, through which the limited partners of the TA Funds indirectly have a majority ownership interest through alternative investment vehicles (the “TA Alternative Investment Vehicles”) and the limited partners of the Reverence Capital Funds indirectly have a significant minority controlling ownership interest through certain Reverence Capital Funds and alternative investment vehicles (the “Reverence Capital Entities”) in Russell Investments. The TA Alternative Investment Vehicles are ultimately controlled by TA Associates Cayman, LLC, with its business address at PO Box 309, Ugland House Grand Cayman KY1-1104, Cayman Islands, and the Reverence Capital Entities are ultimately controlled by Milton Berlinski, Alexander Chulack and Peter Aberg, with their business address at 590 Madison Avenue, New York, NY 10022. TA Associates is one of the oldest and most experienced global growth private equity firms. Reverence Capital is a private investment firm, focused on investing in leading financial services companies. Certain of Russell Investments’ employees, which may include an officer of the Trust, and Hamilton Lane Advisors, LLC, also hold minority, non-controlling positions in RIG.

Post-Transaction

Following the Transaction, RIM will continue to be an indirect, wholly-owned subsidiary of RIG, which will be an indirect, wholly-owned subsidiary of BEAM Topco. BEAM Holdings GP, L.P. is the general partner of BEAM Topco. BEAM Holdings Investors, Ltd. is the general partner of BEAM Holdings GP, L.P. and is controlled by Raj Ganguly and Eduardo Saverin. The business address of the BEAM entities and control persons is 1240 Rosecrans Ave., 5th Floor, Manhattan Beach, CA 90266.

Principal Executive Officer and Directors of RIM

The current Executive Officers of RIM are listed below. The address for each individual listed is 401 Union Street, 18th Floor, Seattle, WA 98101.


Name	Title	Principal Occupation

Kate El-Hillow	Director, President & Chief Investment Officer	See the Proxy Statement under “Officers of the Trust”

Vernon Barback	Director	See the Proxy Statement under “Officers of the Trust”

Howard Surloff	Director	Chief Legal Officer of Russell Investments

Amy Curran	Chief Compliance Officer	Chief Compliance Officer of Russell Investments

Scott Bowen	Chief Financial Officer	Chief Financial Officer of Russell Investments

Mark Paltrowitz	Chief Risk Officer	Chief Risk Officer of Russell Investments

Exhibit D-1

Other Investment Companies Advised by RIM

The following sets forth information about other registered investment companies advised by RIM that may have comparable investment strategies to one or more Funds. While there may be certain similarities, the ETFs listed differ from the Funds with respect to investment process, product structure and/or fee structure.


Fund	Net Assets as of 7/31/2026 (USD) (Amounts in thousands)		Advisory Fee Rate			Waiver/Reduction of Fees?
U.S. Strategic Equity Fund (a series of RIC)		3,055,101		0.55	%	Yes (contractual waiver)
U.S. Small Cap Equity Fund (a series of RIC)		975,361		0.70	%	N/A
Global Real Estate Securities Fund (a series of RIC)		417,537		0.80	%	Yes (contractual waiver)
International Developed Markets Fund (a series of RIC)		1,421,369		0.70	%	Yes (contractual waiver)
Strategic Bond Fund (a series of RIC)		2,358,849		0.38	%	Yes (contractual waiver)
Moderate Strategy Fund (a series of RIC)		118,849		0.17	%	Yes (contractual waiver/reimbursement agreement)
Balanced Strategy Fund (a series of RIC)		611,327		0.17	%	Yes (contractual waiver)
Aggressive Strategy Fund (a series of RIC)		619,006		0.17	%	Yes (contractual waiver)
Equity Aggressive Strategy Fund (a series of RIC)		329,031		0.17	%	Yes (contractual waiver/reimbursement agreement)
Russell Investments U.S. Small Cap Equity ETF (a series of RIETF)		79,058		0.69	%	Yes (contractual waiver)
Russell Investments International Developed Equity ETF (a series of RIETF)		151,593		0.59	%	Yes (contractual waiver)
Russell Investments Core Plus Bond ETF (a series of RIETF)		59,786		0.39	%	N/A
Russell Investments Global Real Estate ETF (a series of RIETF)		2,071		0.49	%	N/A

Exhibit D-2

Commissions Paid to Brokers Affiliated with RIM or the Money Managers

The table below sets forth: (1) the aggregate dollar amount of brokerage commissions paid by the Funds during the fiscal year ended December 31, 2025, to any broker that is an affiliated person of a Fund, RIM or the relevant Money Manager, including the percentage of the Fund’s aggregate brokerage commissions paid to the broker and the percentage of the Fund’s aggregate dollar amount of transactions involving the payment of commissions effected through the broker; and (2) for Russell Investments Implementation Services, LLC (“RIIS”), an affiliated person of RIM, the net amount of the RIIS commission after payment by RIIS of any commissions or fees to third party brokers, generally for clearing and settlement services for the fiscal year ended December 31, 2025.


Fund Name	RIM/ Money Manager		Affiliated Broker	2025 Total (USD)		Percent of Fund’s Commission			Percent of Fund’s Principal			2025 RIIS Net (USD)
U.S. Strategic Equity Fund
		RIM
			Russell Investments Implementation Services, LLC		19,445		23.419	%		17.800	%		17,245

			Total:		19,445		23.419	%		17.800	%		17,245

U.S. Small Cap Equity Fund
		RIM
			Russell Investments Implementation Services, LLC		62,465		32.239	%		29.641	%		52,376

			Total:		62,465		32.239	%		29.641	%		52,376

Global Real Estate Securities Fund
		RIM
			Russell Investments Implementation Services, LLC		158,616		31.723	%		36.875	%		129,178

			Total:		158,616		31.723	%		36.875	%		129,178

International Developed Markets Fund
		RIM
			Russell Investments Implementation Services, LLC		48,959		27.574	%		30.612	%		38,488

			Total:		48,959		27.574	%		30.612	%		38,488

Exhibit D-3

Fees Paid by the Funds to Affiliates of RIM

The following chart sets forth the amount of administrative fees paid by the Funds to RIFUS for the fiscal year ended December 31, 2025.


	$ Amount Paid		Annual Rate (as a % of average daily net assets)
Fund	2025		2025
U.S. Strategic Equity Fund	$	309,315		0.05	%
U.S. Small Cap Equity Fund		100,337		0.05
Global Real Estate Securities Fund		481,562		0.05
International Developed Markets Fund		186,474		0.05
Strategic Bond Fund		434,444		0.05
Moderate Strategy Fund		28,015		0.0425
Balanced Strategy Fund		91,256		0.0425
Aggressive Strategy Fund		76,387		0.0425
Equity Aggressive Strategy Fund		21,788		0.0425

RIFUS serves as the transfer and dividend disbursing agent for RIF. For this service, RIFUS is paid a fee for transfer agency and dividend disbursing services provided to RIF. RIFUS retains a portion of this fee for its services provided to RIF and pays the balance to unaffiliated agents who assist in providing these services. RIFUS’s mailing address is 401 Union Street, 18^th Floor, Seattle, WA 98101.

The following chart sets forth the amount of transfer agency fees paid by the Funds for the fiscal year ended December 31, 2025.


Fund	Transfer Agency Fees Paid (USD)
U.S. Strategic Equity Fund	$	27,220
U.S. Small Cap Equity Fund		8,830
Global Real Estate Securities Fund		42,378
International Developed Markets Fund		16,410
Strategic Bond Fund		38,231
Moderate Strategy Fund		2,900
Balanced Strategy Fund		9,448
Aggressive Strategy Fund		7,908
Equity Aggressive Strategy Fund		2,256

Russell Investments Financial Services, LLC (the “Distributor” or “RIFIS”)

RIFIS serves as the distributor for the Funds. The Distributor receives no compensation from RIF for its services.

Exhibit D-4

EXHIBIT E

Approval of Existing Agreement

All Funds (Except LifePoints Funds)

The 1940 Act requires that the Board, including a majority of the Independent Trustees voting separately, approve for an initial term not to exceed two years and, thereafter, approve the continuation of the Existing Agreement and the Existing Money Manager Agreements on at least an annual basis and that the terms and conditions of the Existing Agreement and the terms and conditions of each Existing Money Manager Agreement 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 Existing RIF Agreements at the Existing 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 RIM (and its affiliates) and the Money Managers and compliance with applicable regulatory requirements. In preparation for the annual review, the Independent Trustees, with the advice and assistance of Independent Counsel, also requested and the Board considered: (1) information and reports prepared by RIM relating to the services provided by RIM (and its affiliates) and the Money Managers to the Funds; (2) information and reports prepared by RIM relating to the profitability of each Fund to RIM (and its affiliates); and (3) information received from an independent, nationally recognized provider of investment company information (the “Third-Party Provider”) comparing (i) the performance of the Funds over various time periods and (ii) the Funds’ respective operating expenses as of each Fund’s last fiscal year end, with other peer funds not managed by RIM, believed by the Third-Party Provider to be generally comparable to the Funds (the “Third-Party Information”). 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. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its evaluations of the Existing RIF Agreements 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 RIM-managed funds for which the Board has supervisory responsibility (“Other RIM Funds”) with respect to services provided by RIM, RIM’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 Existing RIF Agreements, and the Independent Trustees separately received a memorandum regarding their responsibilities from their Independent Counsel.

At meetings held virtually on April 8, 2026 and April 13, 2026, the Independent Trustees met privately with Independent Counsel to discuss the Agreement Evaluation Information received prior to those dates. On April 14, 2026, Independent Counsel provided a list of follow-up questions and requests to RIM on behalf of the Independent Trustees related to the Agreement Evaluation Information received prior to that date (the “Follow-Up Questions and Requests”). At a meeting held in person on April 20, 2026, the Independent Trustees met privately with Independent Counsel to discuss the Agreement Evaluation Information. At meetings held in person on April 20-21, 2026 (together, the “Agreement Information Review Meeting”), the Board, including the Independent Trustees, in preparation for the Existing Agreement Evaluation Meeting: (1) met in an executive session with a representative of TA Associates, at which (i) Independent Counsel, (ii) Fund Counsel, (iii) the Chairman and Chief Executive Officer of RIM’s ultimate parent company; (iv) the Chief Financial Officer of RIM and RIM’s ultimate parent company, and (v) the President, Chief Executive Officer and non-Independent Trustee of the Funds, who is also a Director of RIM and Vice Chairman of RIM’s ultimate parent company, were present; (2) met with representatives of RIM, during which, among other things, RIM addressed the Follow-Up Questions and Requests that had not otherwise been addressed; and then (3) the Independent Trustees met in a private session with Independent Counsel at which no representatives of RIM or the Funds’ management were present to further review and discuss the Agreement Evaluation Information received to that date. On May 11, 2026, the Independent Trustees met by video conference in a private session with Independent Counsel to further discuss the Agreement Evaluation Information provided to date.

Exhibit E-1

At the Existing Agreement Evaluation Meeting, the Independent Trustees again met in person in a private session with Independent Counsel to review the additional or updated Agreement Evaluation Information received to that date. At the Existing Agreement Evaluation Meeting, the Board, including the Independent Trustees, considered the proposed continuance of the Existing RIF Agreements with RIM, Fund management, Independent Counsel and Fund Counsel. The Board considered that the Agreement Evaluation Information and presentations made by RIM at the Agreement Information Review Meeting and the Existing Agreement Evaluation Meeting as part of this review encompassed the Funds and all Other RIM Funds. Information received by the Board, including the Independent Trustees, prior to and at the Agreement Information Review Meeting, the Existing Agreement Evaluation Meeting, and other meetings identified above is included in the Agreement Evaluation Information. Prior to voting at the Existing Agreement Evaluation Meeting, the Independent Trustees again met in private session with Independent Counsel to consider Agreement Evaluation Information received from RIM and management at and prior to the Existing Agreement Evaluation Meeting. The discussion below reflects the culmination of all of these reviews.

In evaluating the Existing RIF Agreements, the Board considered that each of the Funds employs a manager-of-managers method of investment and that such Funds, in employing a manager-of-managers method of investment, operate in a manner that is different from many other investment companies. Specifically, the Board considered that RIM has engaged multiple unaffiliated Money Managers for the Funds and is responsible for paying fees to the Money Managers (“Money Manager Fees”) out of the advisory fees paid by the Funds to RIM for its services under the Existing Agreement. 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 and for which it selects and trades the individual portfolio securities for the assets assigned to it; (2) a non-discretionary assignment pursuant to which it provides a model portfolio to RIM representing its investment recommendations, based upon which RIM purchases and sells securities for a Fund; or (3) both a discretionary and a non-discretionary assignment. Money Manager Fees for a non-discretionary assignment may be the same as, or lower than, the fees would be for a discretionary assignment with the same Money Manager.

The Board considered that RIM (rather than any Money Manager) is responsible under the Existing Agreement for determining, implementing and maintaining the investment program for each Fund. In this regard, assets of each Fund are allocated among RIM and the multiple Money Manager strategies selected by RIM for that Fund. RIM may change a Fund’s asset allocation to a Money Manager at any time, including by allocating no Fund assets to one or more Money Manager strategies. In addition, RIM continues to manage the investment of each Fund’s cash and portions of a Fund during transitions between discretionary Money Managers. RIM also continues to manage directly any portion of each Fund’s assets that RIM determines not to allocate to Money Manager strategies. Most Funds usually, but not always, pursue a strategy of being fully invested by exposing all or a portion of their cash to the performance of certain markets by purchasing equity securities, fixed income securities and/or derivatives. This cash “equitization” strategy is managed by RIM and is intended to cause a Fund to perform as though its cash were actually invested in those specified markets or strategies. With respect to the portion of a Fund that RIM manages based upon non-discretionary Money Manager model portfolios, RIM constructs a portfolio that represents the aggregation of the model portfolios based upon RIM’s allocation to each Money Manager’s strategy through an “enhanced portfolio implementation,” or “emulation,” process designed to capture return streams of multiple Money Managers in a centralized portfolio. RIM then implements the portfolio consistent with the aggregation of the model portfolios, but may deviate from such aggregation for the purposes of exposure and transaction cost management. RIM stated its belief that the Funds benefit from emulation over time due to lower aggregate transaction costs (including the impact of lower trading volume on custody charges) and lower turnover from reduced trading volumes, the potential for additional commission recapture, improved portfolio efficiency and control by enabling the implementation team more options for controlling investment exposures, managing cash flows and rebalances between Money Manager strategies, and managing Money Manager transitions. The Board noted the variety and complexity of investment advisory services that RIM provides to the Funds under the Existing Agreement.

Exhibit E-2

RIM is responsible for selecting (subject to Board approval), overseeing and evaluating the performance results of the Money Managers for each Fund and for actively managing allocations and reallocations of its assets among Money Manager strategies and RIM itself. Each discretionary Money Manager for a Fund in effect performs the function of an individual portfolio manager who is responsible for researching, selecting and trading portfolio securities for the portion of the Fund assigned to it by RIM in accordance with the Fund’s applicable investment objective, policies and restrictions, any specific guidelines placed by RIM upon their selection of portfolio securities, and the Money Manager’s specified role in a Fund. A Money Manager’s primary role is to pursue a particular investment strategy that has been selected and assigned to it by RIM through sector and security selection and risk control measures in a manner that is consistent with its RIM-assigned guidelines. The Money Managers operate subject to the oversight of, and instructions from, RIM. For each Fund, RIM is responsible for, among other things, providing each Money Manager with the investment guidelines and policies for the Fund and any specific investment restrictions; monitoring the performance of each Money Manager and Fund; generally supervising compliance by the discretionary Money Managers and, as applicable, the non-discretionary Money Managers with each Fund’s investment objective and policies; with respect to Funds with non-discretionary Money Managers, purchasing and selling securities for the Funds based on model portfolios representing the investment recommendations of the non-discretionary Money Managers; managing Fund assets that are not allocated to Money Manager strategies; managing the Funds’ cash balances; and recommending at least annually to the Board whether Existing Money Manager Agreements should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of Existing Money Manager Agreements, RIM is responsible for recommending to the Board additions of new Money Managers or terminations or replacements of existing Money Managers at any time when, based on RIM’s research and ongoing review and analysis, such actions are, in RIM’s judgment, appropriate. RIM provides each Money Manager with specific investment guidelines based on a Fund’s investment program and RIM’s assessment of the Money Manager’s expertise and investment style whereby RIM attempts to capitalize on the strengths of each Money Manager and to combine their investment activities in a complementary fashion. Therefore, RIM’s selection of Money Managers is made not only on the basis of performance considerations but also on the basis of other factors, including anticipated compatibility with other Money Managers in the same Fund. In light of the foregoing, the overall performance of each Fund has reflected, in great part, the performance of RIM in designing the Fund’s investment program, structuring the Fund, selecting effective Money Managers, and allocating assets among the Money Manager strategies and RIM in a manner designed to achieve the investment objectives of the Fund. In the Agreement Evaluation Information, RIM noted the broad array of investment management services provided to the Funds by RIM and the relatively narrow scope of portfolio management services provided to the Funds by Money Managers.

RIM has advised the Board that its portfolio construction process is investment led and designed to be conducted in a manner that is consistent with its fiduciary duties. The objective of RIM’s portfolio construction is to meet a portfolio’s investment objective and established excess return target. In the Agreement Evaluation Information, RIM noted that while it has general goals for Money Manager Fees in the aggregate globally, there are no specific fee targets that are established for individual portfolios, which includes each of the Funds. In the Agreement Evaluation Information, RIM advised the Board that Money Manager Fees, in the aggregate, must allow RIM to remain a going concern with sufficient resources to provide required services to the Funds and to earn a reasonable profit. RIM advised the Board that RIM portfolio managers utilize a number of tools in the portfolio construction process in order to meet a Fund’s objective taking into account Money Manager Fees. These tools include, among others, Money Manager selection, Money Manager allocation, Money Manager Fee negotiations, guideline customization and RIM’s direct management of a portion of the Funds’ assets (as further described below).

The Board considered that the prospectuses for the Funds and other public disclosures have emphasized, and continue to emphasize, to investors RIM’s role as the principal investment manager for each such Fund, rather than the investment selection or recommendation role of the 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 RIM’s reputation and experience in managing the Funds’ manager-of-managers structure.

Exhibit E-3

The Board also considered the demands and complexity of managing the Funds pursuant to the manager-of-managers structure, the special expertise of RIM with respect to the manager-of-managers structure of the Funds and the possibility that, at the current expense ratio of each Fund, there might be no acceptable alternative investment managers to replace RIM 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 the renewal of the Existing Agreement, including the following:

1. The nature, scope and overall quality of the investment management and other services provided, and expected to be provided, to the Fund by RIM;

2. The Advisory Fee, and the fact that RIM pays all Money Manager Fees out of its Advisory Fee;

3. The combined Advisory Fee paid to RIM and the administrative fee paid to RIM’s wholly owned subsidiary for administrative services (the “Administrative Fee,” and together with the Advisory Fee, the “Management Fee”);

4. The performance of the Funds relative to their respective benchmark indices and Comparable Funds;

5. Information provided by RIM as to other fees and benefits received by RIM or its affiliates in connection with the Fund, including any administrative or transfer agent fees, any fees received for management or administration of the fund in which the Funds invest their uninvested cash, and commissions or other compensation in connection with the execution of portfolio securities and foreign exchange transactions;

6. Information provided by RIM as to expenses incurred by the Fund;

7. Information provided by RIM as to the profits that RIM derives from its mutual fund operations generally and from the Fund (excluding sales and client service expenses); and

8. Information provided by RIM concerning economies of scale and whether any scale economies are adequately shared with the Fund.

In connection with the Trustees’ consideration of 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 RIM and RIM’s ultimate parent company certain initiatives and growth strategies involving new and potential new client relationships, new and expected new product offerings, certain changes in senior personnel and the impact of other recent changes in Russell Investments’ (as defined below) personnel providing services to the Funds. The President and Chief Investment Officer of Russell Investments discussed with the Board the performance of certain Funds, how Russell Investments measures performance success, and recent and planned investment process enhancements.

The Board also discussed the Funds’ compliance program with the Funds’ CCO, including certain items reported in the annual report of the CCO required under Rule 38a-1 of the 1940 Act (the “Annual CCO Report”). The Annual CCO Report included the status of projects, initiatives and enhancements in the past year related to the compliance program that the CCO identified in connection with last year’s Annual CCO Report. The Annual CCO Report also included information on the resources of the compliance program and the status of various compliance, operations and technology initiatives previously discussed with the Board. The CCO and Russell Investments’ Global Chief Compliance Officer discussed with the Board, and the Board noted, certain enhancements made to the compliance programs of RIM and the Funds over the past year and suggestions for additional enhancements going forward, certain staffing changes and areas of focus for the upcoming year. The CCO advised the Board that the Funds and RIM, with respect to the services RIM provides to the Funds, have each adopted and effectively implemented written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in the 1940 Act).

Exhibit E-4

RIM is an indirect wholly owned subsidiary of Russell Investments Group, Ltd., through which the limited partners of certain private equity funds affiliated with TA Associates indirectly have a majority ownership interest through alternative investment vehicles and the limited partners of certain private equity funds affiliated with Reverence Capital indirectly have a significant minority controlling ownership interest (as “control” is defined in the 1940 Act) through certain Reverence Capital funds and alternative investment vehicles in Russell Investments. Certain of Russell Investments’ employees and Hamilton Lane Advisors, LLC also hold minority, non-controlling positions in Russell Investments.

In connection with the Board’s initial approval of the Existing Agreement in 2015, TA Associates advised the Board of its plans ultimately to effect a sale or other disposition of its ownership interest in Russell Investments. Any such transaction (“Future Transaction”) could cause a change of control of RIM resulting, among other things, in an assignment and termination of the Existing Agreement, as required by the 1940 Act and by the terms and conditions of the Existing Agreement. In the event of a Future Transaction, the Board would be required to consider the approval of the terms and conditions of a replacement agreement (“Successor Agreement”) for the Existing Agreement and, thereafter, to submit the Successor Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. During the executive session with a representative of TA Associates held in connection with the Agreement Information Review Meeting, among other things, the status of TA Associates’ indirect investment in RIM and RIM’s access to sufficient resources to support its activities in respect of the Funds, and the current debt and leverage levels, a recent strategic financing transaction and the current capital structure of Russell Investments Group, Ltd. were discussed. The Board was advised of TA Associates’ commitment to continue to support the same level of services currently being provided by RIM and its affiliates to the Funds. The Board was aware of the public reports regarding a potential sale of Russell Investments by its current owners, including TA Associates, and a member of Russell Investments’ senior management answered questions from the Board and advised the Board that no decision regarding such a sale had been made.

As noted above, RIM, in addition to managing the investment of each Fund’s cash, directly manages a portion (which may represent a significant portion) of the Funds pursuant to the Existing Agreement, with the actual allocation of Fund assets among Money Manager strategies and RIM being determined from time to time by the RIM portfolio manager(s). RIM may utilize tools such as “optimization,” which involves the analysis of tradeoffs between various risk and return factors as well as turnover and transaction costs, in order to estimate optimal portfolio positioning. RIM may use strategies based on indexes, including optimized index sampling (strategies that seek to purchase a sampling of securities using optimization and risk models) and/or index replication. For certain Funds, RIM may invest in derivative instruments and may use derivatives to take both long and short positions. RIM’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” While no new direct management strategies were implemented in 2025, the Board has been advised that, where appropriate in its judgment, RIM may continue exploring the possible addition of new or expansion of existing Direct Management Services. Therefore, larger portions of certain Funds may be managed directly by RIM pursuant to the Direct Management Services.

According to RIM, its portfolio managers combine Money Manager strategies and, through RIM’s Direct Management Services, align exposures with RIM’s preferred positioning by seeking to precisely manage portfolio exposures as well as to generate alpha as they construct portfolios. RIM’s Direct Management Services are customized portfolios directly managed by RIM for use within the total portfolio of a Fund. RIM’s Direct Management Services are used in conjunction with allocations to Money Manager strategies to fully reflect RIM’s strategic and dynamic insights with integrated liquidity and risk management.

Exhibit E-5

reduce its costs of providing investment advisory services to the Funds, which would benefit RIM. The Board considered RIM’s advice that any such benefit, including any increased profits to RIM, ultimately may be partially offset by the impact of any new or additional fee waivers or expense caps separately agreed upon and implemented from time to time for the affected Funds and any costs of incremental investments or increased cost allocations that RIM may incur to support Direct Management Services. The Board also considered information provided by RIM as to the potential benefits of the Direct Management Services to the Funds, and the fact that the aggregate Advisory Fees paid by the Funds are not increased as a result of RIM’s direct management of Fund assets as part of the Direct Management Services or otherwise.

The Board noted that changes in the allocation of assets among Money Manager strategies or to Direct Management Services, as well as changes in the allocation of affiliated funds-of-funds’ assets among the Funds, may result directly in higher related costs to affected Funds, including higher brokerage commissions and other transaction costs, a portion of which is paid to RIM’s affiliated broker in connection with execution of portfolio transactions in connection with such changes.

RIM advised the Board that, in order to preserve flexibility and to manage risks, and consistent with the terms of the manager-of-managers exemptive order, in 2019 RIM created Money Manager “bench” lineups for certain Funds, whereby those Funds have Board-approved Existing Money Manager Agreements with Money Managers that are not funded (i.e., have an asset allocation of zero). In the Agreement Evaluation Information, RIM advised the Board that the opportunity to decrease a Money Manager’s allocation to zero, but not terminate the Money Manager, allows RIM to potentially realize gains from strategies that may have been overly rewarded in the marketplace over the short to medium term, or provide the opportunity to retain capacity with a Money Manager that may otherwise be closed to new business. The Board noted that RIM does not believe there are any detriments to the Funds or RIM from the use of a Money Manager bench. RIM has advised the Board that RIM may add Money Managers to, or remove Money Managers from, a Money Manager bench lineup for Funds, or create Money Manager bench lineups for additional Funds.

The Agreement Evaluation Information outlined various changes that have been implemented in the investment program for the Funds in recent years and described additional changes that have been implemented or are underway, and the impact of such changes, to the investment advisory services provided to the Funds by RIM, which the Trustees took into account in their contract renewal deliberations, including the following:

•

Most discretionary Money Manager equity assignments were previously converted to non-discretionary assignments, thereby implementing emulation for those Money Manager equity assignments. The Board considered the potential impacts described in the Agreement Evaluation Information, both positive and negative, on the Funds of emulation. RIM noted that, in implementing emulation for most equity assignments for the Funds, it assumes various additional risks, including trade error risk as it takes over responsibility for trading. RIM generally effects Fund equity portfolio transactions through an affiliated broker that receives a portion of the commissions paid by the Funds for effecting some of these transactions. For such equity transactions, the Funds pay RIM’s affiliated broker dealer commission rates that are determined by an oversight committee of RIM. According to RIM, the Funds pay the same commission rates regardless of whether the affiliated broker dealer receives any portion of the commission. RIM noted certain enhancements in recent years to the emulation process, including increasing the frequency of receipt of certain Money Manager model portfolios, the utilization of a risk-based portfolio dashboard and model liquidity monitoring. While RIM generally implements Money Manager equity strategies via emulation, RIM has determined and may determine that certain Money Manager equity strategies should be implemented by Money Managers on a discretionary basis.

•

RIM has renegotiated fees with certain Money Managers to lower levels and advised the Board that it will continue to assess opportunities for Money Manager Fee reductions in the future, and described factors that may be considered in determining whether to renegotiate fees. RIM advised the Board that it has not experienced, and does not expect to experience, any diminution in the nature, scope or quality of services provided by Money Managers as a result of renegotiated Money Manager Fees.

Exhibit E-6

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Benchmark changes for certain Funds to comply with new SEC regulations.

•

RIM has developed an evolution in its portfolio construction process that RIM intends to initially implement for the U.S. Strategic Equity Fund, where all Fund assets other than the Fund’s liquidity reserve will be allocated to Money Manager strategies and the Direct Management Services described above will be eliminated, with RIM managing benchmark relative exposures by systematically adjusting the weights of securities in non-discretionary Money Managers’ model portfolios.

In evaluating the Funds’ Advisory Fees and Management Fees, the Board considered that, in the Agreement Evaluation Information and at past meetings, RIM noted differences between the investment strategies of certain Funds and their respective Comparable Funds in pursuing their investment objectives.

To assist the Board’s evaluation of the Advisory Fees, Management Fees and total expenses of Funds with changes to their Advisory Fee waivers and expense caps that were implemented during or after fiscal year 2025, RIM provided comparisons and discussion of the Management Fees and total expenses of such Funds on an adjusted basis to reflect the annualized impact of changes to Advisory Fee waivers and expense caps, as applicable, that were implemented during or after fiscal year 2025.

The Third-Party Information included, among other things, comparisons of the Funds’ Management Fees with the management fees of their Comparable Funds on an actual basis (i.e., giving effect to any fee waivers and/or expense caps implemented by RIM with respect to a Fund and by the managers of such Fund’s Comparable Funds). The Third-Party Information showed, among other things, that each Fund had a Management Fee which, compared with the management fees of its respective Comparable Funds, was ranked in the fifth quintile of its Expense Universe for that expense component. In these rankings, the first quintile represents funds with the lowest management fees among funds in the Expense Universe, and the fifth quintile represents funds with the highest management fees among funds in the Expense Universe. The comparisons were based upon the latest fiscal years for the Expense Universe funds.

The Funds are distributed exclusively to holders of variable annuity and variable life insurance contracts issued by insurance companies (“Insurance Contract Holders”). Among other things, RIM previously noted that meaningful comparisons of management fees between funds affiliated with insurance companies issuing variable annuity and life insurance policies to Insurance Contract Holders and funds that are not affiliated with such insurance companies, such as the Funds, are difficult as insurance companies have flexibility to allocate certain fees between the variable annuity and variable life insurance contracts held by Insurance Contract Holders and the affiliated underlying funds. RIM also noted the administrative services provided by an insurance company to Insurance Contract Holders invested in the Funds and the costs associated with the provision of such administrative services. RIM explained that these administrative services benefit these Funds’ Insurance Contract Holders and are necessary for the operation of the Funds.

In discussing the Funds’ Management Fees generally, RIM noted, among other things, that its Management Fees for the Funds encompass services that are typical to services provided by investment advisers to the Funds’ Comparable Funds, as well as transition management services that enable efficient and cost-effective asset transition events and the administration of a cash equitization program.

RIM also advised the Board that its pre-tax profit margin from its relationships with the Funds increased in 2025, and RIM’s 2025 pre-tax profit margin in providing investment advisory services to the Funds is slightly higher than the median of the operating profit margins of public investment management company peers (in each case, including sales and client service expenses) based on a survey conducted as of September 30, 2025, reflecting the prior 12 months.

The Board considered each Fund’s Advisory Fee and Management Fee on both a standalone basis and in the context of the Fund’s total expense ratio. The Board also considers the various expense components, other than the Advisory Fee and Management Fee, that comprise each Fund’s total expense ratio, and the extent to which such expense components contribute to each Fund’s total expense rankings within its Expense Universe. The

Exhibit E-7

Board has engaged, and continues to engage, in discussions with RIM to identify opportunities, where appropriate, for improving the Advisory Fee, Management Fee and/or total expense comparisons for certain Funds relative to their respective Comparable Funds through Advisory Fee waivers or expense caps.

At the Agreement Information Review Meeting and the Existing Agreement Evaluation Meeting, the Board reviewed and discussed with RIM the Management Fees and total expense ratios of the Funds relative to their respective Comparable Funds, including the fee waivers or expense caps RIM had previously implemented and agreed to implement in the future to reduce Management Fees and/or total expenses for certain Funds, and Comparable Fund fee and expense trending year-over-year. Based on that review and discussions with RIM, including discussions with RIM regarding the reasonableness of various components of certain Funds’ total expense ratio other than its Management Fee, the Independent Trustees will continue to evaluate and engage in ongoing discussions with management regarding Management Fee and total expense comparisons.

The Board considered RIM’s explanation of the reasons for each Fund’s actual Management Fee rankings. RIM expressed its belief that each Fund’s Management Fee was fair and reasonable notwithstanding the Third-Party Information comparisons based on, and as discussed in, the Agreement Evaluation Information.

With respect to the U.S. Strategic Equity Fund’s Management Fee, the Board considered that the Fund’s total expenses ranked in the third quintile of its Expense Universe.

With respect to the U.S. Small Cap Equity Fund’s Management Fee, the Board considered that the Fund’s total expenses ranked in the third quintile of its Expense Universe. The Board further considered that RIM decreased the fund-level expense cap for the Fund in two phases in 2025 and 2026.

With respect to the International Developed Markets Fund’s Management Fee, RIM noted that it does not agree with the Fund’s Expense Universe categorization and requested that the Third-Party Information also include a custom Expense Universe that RIM believes is a more appropriate comparison. The Board noted that the Fund’s total expenses ranked in the third quintile of its custom Expense Universe. The Board also considered the Advisory Fee waivers that RIM implemented for the Fund in two phases in 2025 and 2026.

With respect to the Strategic Bond Fund’s Management Fee, the Board considered that the Fund’s total expenses ranked in the third quintile of its Expense Universe. The Board further considered that RIM implemented an Advisory Fee waiver for the Fund in 2024.

With respect to the Global Real Estate Securities Fund’s Management Fee, the Board considered that the Fund’s total expenses ranked in the second quintile of its Expense Universe.

Based upon information provided by RIM, 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 Board considered, among other things, the variability of Money Manager Fees and other factors associated with the manager-of-managers structure employed by the Funds, as well as net Fund redemptions or purchases in recent years.

With respect to each Fund, the Board considered any Advisory Fee waivers or expense caps that had been implemented in the past year.

The Funds are primarily distributed through, and their assets are primarily attributed to, Northwestern Mutual. The Funds continue to experience outflows; however, RIM advised the Board there is regular contact with Northwestern Mutual in order to maintain product availability and continue efforts to grow the product line. RIM expressed its belief that Northwestern Mutual is still committed to the Funds. However, the Board has received no direct assurances in this regard 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. RIM

Exhibit E-8

previously expressed its belief that the Funds will remain viable in the near term, and the Board was not advised of any change in RIM’s belief in this regard. The Board considered, among other things, the potential negative implications for significant future Fund asset growth if additional insurance companies do not make the Funds available to their variable annuity and variable life insurance policyholders.

The Board also considered that the advisory fee rates payable to RIM by Other RIM Funds and fee rates payable to RIM or its affiliates by other registered investment companies and by institutional clients with investment objectives similar to those of the Funds in some cases are lower than the advisory fee rates paid by the Funds. The Trustees considered RIM’s explanation that the advisory fees payable to RIM by the Funds and the Other RIM Funds reflect, among other things, differences in the type of product, distribution channel and investors. The Trustees also considered the differences in the nature and scope of services RIM provides to other registered investment companies and institutional clients relative to those provided to the Funds. With respect to institutional clients, RIM explained, among other things, that institutional products have fewer compliance, administrative, client servicing/ communication and other needs than the Funds. RIM also noted that due to the number and nature of investors, along with their varied needs for liquidity, there is more portfolio liquidity management and cash flow management required for the Funds than for RIM’s and its affiliates’ institutional clients, where assets are relatively stable. In addition, RIM noted that the Funds are subject to heightened regulatory requirements relative to institutional clients. Accordingly, the Trustees concluded that the services provided to the Funds are sufficiently different from the services provided to such 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 total expenses for the International Developed Markets Fund were ranked in the fourth quintile of its Expense Universe, the total expenses for the U.S. Strategic Equity Fund, U.S. Small Cap Equity Fund and Strategic Bond Fund were each ranked in the third quintile of its Expense Universe, and the total expenses for the Global Real Estate Securities Fund were ranked in the second quintile of its Expense Universe. In these rankings, the first quintile represents 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.

With respect to the International Developed Markets Fund, RIM noted that it does not agree with the Fund’s Expense Universe categorization and requested that the Third-Party Information also include a custom Expense Universe that RIM believes is a more appropriate comparison. The Board noted that the Fund’s total expenses ranked in the third quintile of its custom Expense Universe. The Board also considered the Advisory Fee waivers that RIM implemented for the Fund in 2025 and 2026.

RIM expressed its belief that each Fund’s total expense ratio was fair and reasonable notwithstanding the Third-Party Information comparisons based on, and as discussed in, the Agreement Evaluation Information.

Exhibit E-9

reflects any economies of scale realized by such Fund in light of various factors, including potential negative implications for significant future Fund asset growth if additional insurance companies do not make the Funds available to their Insurance Contract Holders; the variability of Money Manager Fees and other factors associated with the manager-of-managers structure employed by the Funds; and RIM’s advice that it does not believe it will experience meaningful economies of scale.

The Board concluded that, under the circumstances and based on RIM’s performance information and reviews for each Fund, the performance of each of the Funds supported the continuation of the Existing Agreement. In assessing the performance of the Funds, the Board focused on each Fund’s performance for the 3-year period ended December 31, 2025 as most relevant but also considered Fund performance for the 1- and 5-year periods ended on such date. In reviewing the Funds’ performance generally, the Board took into consideration various steps taken by RIM in the past few years to enhance the performance of certain Funds, including changes in Money Managers or their allocations, which may not yet be fully reflected in Fund investment results.

With respect to the U.S. Strategic Equity 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 3-year periods ended December 31, 2025, and was ranked in the fifth quintile of its Performance Universe for the 5-year period ended on such date. For the 3-year period, RIM noted that the Fund’s tilt toward stocks with cheaper valuation ratios and smaller market capitalization characteristics relative to its Comparable Funds was a headwind in aggregate, as the most expensive and largest market capitalization stocks notably outperformed within the U.S. large cap market.

With respect to the U.S. Small Cap Equity 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 3-year periods ended December 31, 2025, and was ranked in the second quintile of its Performance Universe for the 5-year period ended on such date. For the 3-year period, RIM noted that the Fund’s modest overweight to stocks with stronger value characteristics relative to peers was a headwind overall, as value-oriented stocks underperformed growth-oriented stocks in the U.S. small-cap market. RIM further noted that the Fund’s peer relative sector positioning had a negative impact overall, with underweights to the outperforming industrials and technology sectors detracting from performance results. The Board considered that a Money Manager change made in 2025 has contributed positively to the Fund’s performance.

With respect to the International Developed Markets 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 3-year periods ended December 31, 2025, and was ranked in the second quintile of its Performance Universe for the 5-year period ended on such date. For the 3-year period, RIM noted that the Fund’s tilt toward stocks with lower volatility and smaller market capitalization relative to peers was the primary headwind, as the most volatile and largest market capitalization stocks outperformed within the international equity market. RIM further noted that the Fund maintained a lower exposure to growth and momentum stocks, and an underweight to the information technology sector, each of which detracted from performance.

With respect to the Strategic Bond Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fifth quintile of its Performance Universe for each of the 3- and 5-year periods ended December 31, 2025, and ranked in the third quintile of its Performance Universe for the 1-year period ended on such date. RIM noted that in 2023 and 2024, the Fund maintained an overweight duration position compared to its Comparable Funds, which detracted from relative performance in an environment where interest rates rose and remained volatile, and had lower high yield exposure relative to its Comparable Funds, which was a slight drag on performance. RIM further noted that the Fund’s underweight to agency mortgage-back securities and high yield securities relative to its Comparable Funds dragged on performance in 2025. The Board considered that a Money Manager change made in 2024 has contributed positively to the Fund’s performance.

The performance of the Global Real Estate Securities Fund ranked in the second quintile of its Performance Universe for the 3-year period ended December 31, 2025.

Exhibit E-10

In evaluating performance, the Board considered each Fund’s performance not only relative to its Comparable Funds, but also in absolute terms and relative to its benchmark. The Board considered the Funds’ performance relative to their primary benchmarks in light of RIM’s advice that its investment philosophy and process seek to combine investment managers to produce benchmark-beating returns with above-average consistency. For the 1-year period ended December 31, 2025, the Strategic Bond Fund outperformed its benchmark; for the 3-year period ended December 31, 2025, the Global Real Estate Securities Fund outperformed its benchmark; and for the 5-year period ended December 31, 2025, the U.S. Small Cap Equity Fund outperformed its benchmark.

The Board also considered the Money Manager changes that have been made during the past year and that the performance of Money Managers continues to impact Fund performance for periods prior and subsequent to their termination.

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

At the Agreement Information Review Meeting and Existing Agreement Evaluation Meeting, with respect to the evaluation of the terms of Existing Money Manager Agreements with Money Managers, the Board received and considered information from RIM reporting, among other things, for each Money Manager: the Money Manager’s performance over various periods; RIM’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIM or Russell Investments Financial Services, LLC, the Funds’ underwriter; and RIM’s recommendation to retain each discretionary or non-discretionary Money Manager on the current terms and conditions, including at the current fee rate. 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. RIM did not identify any benefits from the Funds’ portfolio transactions received by Money Managers or their affiliates other than potential benefits from soft dollar arrangements or commissions paid to any affiliated broker-dealer through which a discretionary Money Manager may execute trades.

RIM recommended that each of the Money Managers be retained for its current discretionary or non-discretionary assignment at its current fee rate. In doing so, RIM, as it has in the past, advised the Board that it does not regard Money Manager profitability or economies of scale as relevant to its evaluation of the Existing Money Manager Agreements with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIM; RIM is aware of the standard fee rates charged by Money Managers to other clients; and RIM believes that the fees agreed upon with Money Managers are reasonable and appropriate in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIM’s explanation of the relevance of Money Manager profitability in light of RIM’s belief that such fees are reasonable; the Board’s findings as to the acceptability of the Advisory Fee paid by each Fund; and the fact that each Money Manager’s fee is paid by RIM.

Based upon RIM’s recommendations, together with relevant Agreement Evaluation Information, the Board concluded that the fees paid to the Money Managers of each Fund are acceptable in light of RIM’s assessment of the quality of the investment advisory services provided and that continuation of the Existing Money Manager Agreement with each Money Manager of each Fund would be in the best interests of the Fund and its shareholders.

* * *

Exhibit E-11

managers-of-managers structure of the Funds, 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.

LifePoints Funds

The 1940 Act requires that the Board, including a majority of the Independent Trustees voting separately, approve for an initial term not to exceed two years and, thereafter, approve the continuation of the Existing Agreement and the Existing Money Manager Agreements with each Money Manager of the funds in which the Funds invest (the “Underlying Funds”) on at least an annual basis and that the terms and conditions of the Existing Agreement and the terms and conditions of each Existing Money Manager Agreement 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 Existing RIF Agreements at the Existing 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 and Underlying Funds, sales and redemptions of the Funds’ and Underlying Funds’ shares, management of the Funds and the Underlying Funds and other services provided by RIM (and its affiliates) and the Money Managers and compliance with applicable regulatory requirements. In preparation for the annual review, the Independent Trustees, with the advice and assistance of Independent Counsel, also requested and the Board considered: (1) information and reports prepared by RIM relating to the services provided by RIM (and its affiliates) and the Money Managers to the Funds and the Underlying Funds; (2) information and reports prepared by RIM relating to the profitability of each Fund and Underlying Fund to RIM (and its affiliates); and (3) information received from the Third-Party Provider comparing (i) the performance of the Funds and the Underlying Funds over various time periods and (ii) the Funds’ and the Underlying Funds’ respective operating expenses as of each Fund’s last fiscal year end, with other peer funds not managed by RIM, believed by the Third-Party Provider to be generally comparable to the Funds and the Underlying Funds (the “LifePoints Third-Party Information”). The LifePoints Third-Party Information provided performance and operating expense comparisons for the Underlying Funds that are series of Russell Investment Funds (“RIF Underlying Funds”) and comparisons for Class S shares of the Underlying Funds that are series of Russell Investment Company (“RIC Underlying Funds”), except for the Long Duration Bond Fund, for which the LifePoints Third-Party Information showed performance comparisons for Class S since first being issued on September 11, 2023, and for Class Y shares prior to that date. 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. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its evaluations of the Existing RIF Agreements 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 RIM Funds, including the Underlying Funds, with respect to services provided by RIM, RIM’s affiliates and each Money Manager. The Trustees received a memorandum from Fund Counsel discussing the legal standards for their consideration of the continuations of the Existing RIF Agreements, and the Independent Trustees separately received a memorandum regarding their responsibilities from their Independent Counsel.

Exhibit E-12

Vice Chairman of RIM’s ultimate parent company, were present; (2) met with representatives of RIM, during which, among other things, RIM addressed the Follow-Up Questions and Requests that had not otherwise been addressed; and then (3) the Independent Trustees met in a private session with Independent Counsel at which no representatives of RIM or the Funds’ management were present to further review and discuss the Agreement Evaluation Information received to that date. On the basis of that review, at the conclusion of the Agreement Information Review Meeting, the Independent Trustees requested certain additional information. RIM provided information to the Board in response to those requests on May 5, 2026. On May 11, 2026, the Independent Trustees met by video conference in a private session with Independent Counsel to further discuss the Agreement Evaluation Information provided to date.

In evaluating the Existing RIF Agreements, the Board considered that most of the Underlying Funds (the “Manager-of-Managers Underlying Funds”) employ a manager-of-managers method of investment and that the Manager-of-Managers Underlying Funds, in employing a manager-of-managers method of investment, operate in a manner that is different from many other investment companies. Specifically, the Board considered that RIM has engaged multiple unaffiliated Money Managers for the Manager-of-Managers Underlying Funds and is responsible for paying Money Manager Fees out of the advisory fees paid by the Manager-of-Managers Underlying Funds to RIM for its services under the Existing Agreement. A Money Manager may have (1) a discretionary asset management assignment pursuant to which it is allocated a portion of a Manager-of-Managers Underlying Fund’s assets to manage directly and for which it selects and trades the individual portfolio securities for the assets assigned to it; (2) a non-discretionary assignment pursuant to which it provides a model portfolio to RIM representing its investment recommendations, based upon which RIM purchases and sells securities for a Manager-of-Managers Underlying Fund; or (3) both a discretionary and a non-discretionary assignment. Money Manager Fees for a non-discretionary assignment may be the same as, or lower than, the fees would be for a discretionary assignment with the same Money Manager. The Long Duration Bond Fund, a RIC Underlying Fund, does not employ a manager-of-managers method of investment and is instead managed only by RIM.

The Board considered that RIM (rather than any Money Manager in the case of Manager-of-Managers Underlying Funds) is responsible under the Existing Agreement for determining, implementing and maintaining the investment program for each Fund and, in conducting each Fund’s investment program, allocating assets of such Fund principally among its Underlying Funds. The assets of each Fund are principally invested in different combinations of the Underlying Funds pursuant to target strategic asset allocations set by RIM. RIM analyzes opportunities and risks at the aggregate level of the four main asset classes – equities, fixed income, multi-asset and alternatives – and monitors exposure to such asset classes using analytical tools to seek to ensure that any deviations from the target strategic asset allocations are intentional and tactical. RIM periodically evaluates each Fund’s allocation between asset classes to seek to ensure that the allocations optimally match the Fund’s stated investment objectives and risk profile. RIM evaluates the Funds’ target strategic asset allocation on a periodic basis relative to peer allocations, current market conditions, RIM’s capital markets forecasts and RIM’s desired asset class exposures. The overall performance of each Fund therefore has reflected, in part, the performance of RIM in designing the investment program of the Fund and in determining the Funds’ target strategic asset allocations. The overall performance of each Fund also has reflected the performance of RIM in managing its Underlying Funds.

Exhibit E-13

Assets of each Manager-of-Managers Underlying Fund are allocated among RIM and the multiple Money Manager strategies selected by RIM for that Manager-of-Managers Underlying Fund. RIM may change a Manager-of-Managers Underlying Fund’s target strategic asset allocation to a Money Manager at any time, including by allocating no Manager-of-Managers Underlying Fund assets to one or more Money Manager strategies. In addition, RIM continues to manage the investment of each Manager-of-Managers Underlying Fund’s cash and portions of a Manager-of-Managers Underlying Fund during transitions between discretionary Money Managers. RIM also continues to manage directly any portion of each Manager-of-Managers Underlying Fund’s assets that RIM determines not to allocate to Money Manager strategies. Most Underlying Funds usually, but not always, pursue a strategy of being fully invested by exposing all or a portion of their cash to the performance of certain markets by purchasing equity securities, fixed income securities and/or derivatives. This cash “equitization” strategy is managed by RIM and is intended to cause a Fund to perform as though its cash were actually invested in those specified markets or strategies. With respect to the portion of a Manager-of-Managers Underlying Fund that RIM manages based upon non-discretionary Money Manager model portfolios, RIM constructs a portfolio that represents the aggregation of the model portfolios based upon RIM’s allocation to each Money Manager’s strategy through an “enhanced portfolio implementation,” or “emulation,” process designed to capture return streams of multiple Money Managers in a centralized portfolio. RIM then implements the portfolio consistent with the aggregation of the model portfolios, but may deviate from such aggregation for the purposes of exposure and transaction cost management. RIM stated its belief that the Manager-of-Managers Underlying Funds benefit from emulation over time due to lower aggregate transaction costs (including the impact of lower trading volume on custody charges) and lower turnover from reduced trading volumes, the potential for additional commission recapture, improved portfolio efficiency and control by enabling the implementation team more options for controlling investment exposures, managing cash flows and rebalances between Money Manager strategies, and managing Money Manager transitions. The Board noted the variety and complexity of investment advisory services that RIM provides directly or, through the Underlying Funds, indirectly to the Funds under the Existing Agreement.

In the case of Manager-of-Managers Underlying Funds, RIM is responsible for selecting (subject to Board approval), overseeing and evaluating the performance results of the Money Managers for each Manager-of-Managers Underlying Fund and for actively managing allocations and reallocations of its assets among Money Manager strategies and RIM itself. Each discretionary Money Manager for a Manager-of-Managers Underlying Fund in effect performs the function of an individual portfolio manager who is responsible for researching, selecting and trading portfolio securities for the portion of the Manager-of-Managers Underlying Fund assigned to it by RIM in accordance with the Manager-of-Managers Underlying Fund’s applicable investment objective, policies and restrictions, any specific guidelines placed by RIM upon their selection of portfolio securities, and the Money Manager’s specified role in a Manager-of-Managers Underlying Fund. A Money Manager’s primary role is to pursue a particular investment strategy that has been selected and assigned to it by RIM through sector and security selection and risk control measures in a manner that is consistent with its RIM-assigned guidelines. The Money Managers operate subject to the oversight of, and instructions from, RIM. For each Manager-of-Managers Underlying Fund, RIM is responsible for, among other things, providing each Money Manager with the investment guidelines and policies for the Manager-of-Managers Underlying Fund and any specific investment restrictions; monitoring the performance of each Money Manager and Manager-of-Managers Underlying Fund; generally supervising compliance by the discretionary Money Managers and, as applicable, the non-discretionary Money Managers with each Manager-of-Managers Underlying Fund’s investment objective and policies; with respect to Manager-of-Managers Underlying Funds with non-discretionary Money Managers, purchasing and selling securities for the Manager-of-Managers Underlying Funds based on model portfolios representing the investment recommendations of the non-discretionary Money Managers; managing Manager-of-Managers Underlying Fund assets that are not allocated to Money Manager strategies; managing the Manager-of-Managers Underlying Funds’ cash balances; and recommending at least annually to the Board whether Existing Money Manager Agreements should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of Existing Money Manager Agreements, RIM is responsible for recommending to the Board additions of new Money Managers, or terminations or replacements of existing Money Managers at any time

Exhibit E-14

when, based on RIM’s research and ongoing review and analysis, such actions are, in RIM’s judgment, appropriate. RIM provides each Money Manager with specific investment guidelines based on a Manager-of-Managers Underlying Fund’s investment program and RIM’s assessment of the Money Manager’s expertise and investment style whereby RIM attempts to capitalize on the strengths of each Money Manager and to combine the investment activities of Money Managers for the Manager-of-Managers Underlying Fund in a complementary fashion. Therefore, RIM’s selection of Money Managers for a Manager-of-Managers Underlying Fund is made not only on the basis of performance considerations but also on the basis of other factors, including anticipated compatibility with other Money Managers in the same Manager-of-Managers Underlying Fund. In light of the foregoing, the overall performance of each Manager-of-Managers Underlying Fund has reflected, in great part, the performance of RIM in designing the Manager-of-Managers Underlying Fund’s investment program, structuring the Manager-of-Managers Underlying Fund, selecting effective Money Managers, and allocating assets among the Money Manager strategies and RIM in a manner designed to achieve the investment objectives of the Manager-of-Managers Underlying Fund. In the Agreement Evaluation Information, RIM noted the broad array of investment management services provided to the Manager-of-Managers Underlying Funds by RIM and the relatively narrow scope of portfolio management services provided to the Manager-of-Managers Underlying Funds by Money Managers.

RIM has advised the Board that its portfolio construction process is investment led and designed to be conducted in a manner that is consistent with its fiduciary duties. The objective of RIM’s portfolio construction is to meet a portfolio’s investment objective and established excess return target. In the Agreement Evaluation Information, RIM noted that while it has general goals for Money Manager Fees in the aggregate globally, there are no specific fee targets that are established for individual portfolios, which includes each of the Manager-of-Managers Underlying Funds. In the Agreement Evaluation Information, RIM advised the Board that Money Manager Fees, in the aggregate, must allow RIM to remain a going concern with sufficient resources to provide required services to the Funds and to earn a reasonable profit. RIM advised the Board that RIM portfolio managers utilize a number of tools in the portfolio construction process in order to meet a Manager-of-Managers Underlying Fund’s objective taking into account Money Manager Fees. These tools include, among others, Money Manager selection, Money Manager allocation, Money Manager Fee negotiations, guideline customization and RIM’s direct management of a portion of the Manager-of-Managers Underlying Funds’ assets (as further described below).

The Board considered that the prospectuses for the Funds and the Manager-of-Managers Underlying Funds and other public disclosures have emphasized, and continue to emphasize, to investors RIM’s role as the principal investment manager for each such Manager-of-Managers Underlying Fund, rather than the investment selection or recommendation role of the Money Managers, and describe the manner in which the Funds or Manager-of-Managers Underlying Funds operate. 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 RIM’s reputation and experience in managing the structure of the Manager-of-Managers Underlying Funds.

The Board also considered the demands and complexity of managing the Manager-of-Managers Underlying Funds pursuant to the manager-of-managers structure, the special expertise of RIM with respect to the manager-of-managers structure of the Manager-of-Managers Underlying Funds and the possibility that, at the current expense ratio of each Manager-of-Managers Underlying Fund, there might be no acceptable alternative investment managers to replace RIM on comparable terms given the need to continue the manager-of-managers strategy of such Manager-of-Managers Underlying Fund.

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

1. The nature, scope and overall quality of the investment management and other services provided, and expected to be provided, to the Fund or the Underlying Fund by RIM;

Exhibit E-15

2. The Advisory Fee, and, in the case of Manager-of-Managers Underlying Funds, the fact that RIM pays all Money Manager Fees out of its Advisory Fee;

3. The Management Fee;

4. The performance of the Funds and the Underlying Funds relative to their respective benchmark indices and Comparable Funds;

5. Information provided by RIM as to other fees and benefits received by RIM or its affiliates in connection with the Fund or the Underlying Fund, including any administrative or transfer agent fees, any fees received for management or administration of the fund in which the Underlying Funds invest their uninvested cash, and commissions or other compensation in connection with the execution of portfolio securities and foreign exchange transactions;

6. Information provided by RIM as to expenses incurred by the Fund or Underlying Fund;

7. Information provided by RIM as to the profits that RIM derives from its mutual fund operations generally and from the Fund or the Underlying Fund (excluding sales and client service expenses); and

8. Information provided by RIM concerning economies of scale and whether any scale economies are adequately shared with the Fund or the Underlying Fund.

In connection with the Trustees’ consideration of the nature, scope and overall quality of the investment management and other services provided, and which are expected to be provided, to the Funds and the Underlying Funds, including Fund portfolio management services, the Board discussed with senior representatives of RIM and RIM’s ultimate parent company certain initiatives and growth strategies involving new and potential new client relationships, new and expected new product offerings, certain changes in senior personnel and the impact of other recent changes in Russell Investments’ (as defined below) personnel providing services to the Funds and the Underlying Funds. The President and Chief Investment Officer of Russell Investments discussed with the Board the performance of certain Funds and Underlying Funds, how Russell Investments measures performance success, and recent and planned investment process enhancements.

The Board also discussed the Funds’ compliance program with the Funds’ CCO, including certain items reported in the Annual CCO Report. The Annual CCO Report included the status of projects, initiatives and enhancements in the past year related to the compliance program that the CCO identified in connection with last year’s Annual CCO Report. The Annual CCO Report also included information on the resources of the compliance program and the status of various compliance, operations and technology initiatives previously discussed with the Board. The CCO and Russell Investments’ Global Chief Compliance Officer discussed with the Board, and the Board noted, certain enhancements made to the compliance programs of RIM and the Funds over the past year and suggestions for additional enhancements going forward, certain staffing changes and areas of focus for the upcoming year. The CCO advised the Board that the Funds and RIM, with respect to the services RIM provides to the Funds, have each adopted and effectively implemented written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in the 1940 Act).

Exhibit E-16

In connection with the Board’s initial approval of the Existing Agreement in 2015, TA Associates advised the Board of its plans ultimately to effect a sale or other disposition of its ownership interest in Russell Investments. Any Future Transaction could cause a change of control of RIM resulting, among other things, in an assignment and termination of the Existing Agreement, as required by the 1940 Act and by the terms and conditions of the Existing Agreement. In the event of a Future Transaction, the Board would be required to consider the approval of the terms and conditions of a Successor Agreement for the Existing Agreement and, thereafter, to submit the Successor Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. During the executive session with a representative of TA Associates held in connection with the Agreement Information Review Meeting, among other things, the status of TA Associates’ indirect investment in RIM and RIM’s access to sufficient resources to support its activities in respect of the Funds, and the current debt and leverage levels, a recent strategic financing transaction and the current capital structure of Russell Investments Group, Ltd. were discussed. The Board was advised of TA Associates’ commitment to continue to support the same level of services currently being provided by RIM and its affiliates to the Funds. The Board was aware of the public reports regarding a potential sale of Russell Investments by its current owners, including TA Associates, and a member of Russell Investments’ senior management answered questions from the Board and advised the Board that no decision regarding such a sale had been made.

As noted above, RIM, in addition to managing the investment of each Manager-of-Managers Underlying Fund’s cash, directly manages a portion (which may represent a significant portion) of the Manager-of-Managers Underlying Funds pursuant to the Existing Agreement, with the actual allocation of Manager-of-Managers Underlying Fund assets among Money Manager strategies and RIM being determined from time to time by the RIM portfolio manager(s). RIM may utilize tools such as “optimization,” which involves the analysis of tradeoffs between various risk and return factors as well as turnover and transaction costs, in order to estimate optimal portfolio positioning. RIM may use strategies based on indexes, including optimized index sampling (strategies that seek to purchase a sampling of securities using optimization and risk models) and/or index replication. For certain Underlying Funds, RIM may invest in derivative instruments and may use derivatives to take both long and short positions. RIM’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” While no new direct management strategies were implemented in 2025, the Board has been advised that, where appropriate in its judgment, RIM may continue exploring the possible addition of new or expansion of existing Direct Management Services. Therefore, larger portions of certain Manager-of-Managers Underlying Funds may be managed directly by RIM pursuant to the Direct Management Services.

According to RIM, for the Manager-of-Managers Underlying Funds, its portfolio managers combine Money Manager strategies and, through RIM’s Direct Management Services, align exposures with RIM’s preferred positioning by seeking to precisely manage portfolio exposures as well as to generate alpha as they construct portfolios. RIM’s Direct Management Services are customized portfolios directly managed by RIM for use within the total portfolio of a Manager-of-Managers Underlying Fund. RIM’s Direct Management Services are used in conjunction with allocations to Money Manager strategies to fully reflect RIM’s strategic and dynamic insights with integrated liquidity and risk management.

The Board considered that RIM is not required to pay Money Manager Fees to any Money Managers with respect to assets for which it provides Direct Management Services and that the profits derived by RIM generally and from the Manager-of-Managers Underlying Funds consequently may be increased, although RIM noted that it incurs additional costs in providing Direct Management Services. RIM advised the Board that allocations, or increased allocations, of Manager-of-Managers Underlying Fund assets to Direct Management Services, together with Money Manager selection, allocations among Money Manager strategies, renegotiation of Money Manager Fees and changes in existing Money Manager assignments from discretionary to non-discretionary assignments where there is a related Money Manager Fee reduction may reduce its costs of providing investment advisory services to the Manager-of-Managers Underlying Funds, which would benefit RIM. The Board considered RIM’s advice that any such benefit, including any increased profits to RIM, ultimately may be partially offset by the impact of any new or additional fee waivers or expense caps separately agreed upon and implemented from time

Exhibit E-17

to time for the affected Manager-of-Managers Underlying Funds and any costs of incremental investments or increased cost allocations that RIM may incur to support Direct Management Services. The Board also considered information provided by RIM as to the potential benefits of the Direct Management Services to the Manager-of-Managers Underlying Funds and the fact that the aggregate Advisory Fees paid by the Manager-of-Managers Underlying Funds are not increased as a result of RIM’s direct management of Manager-of-Managers Underlying Fund assets as part of the Direct Management Services or otherwise.

The Board noted that changes in the allocation of assets among Money Manager strategies or to Direct Management Services, as well as changes in the allocation of Fund assets among the Underlying Funds, may result directly in higher related costs to affected Underlying Funds, including higher brokerage commissions and other transaction costs, a portion of which is paid to RIM’s affiliated broker in connection with execution of portfolio transactions in connection with such changes.

RIM advised the Board that, in order to preserve flexibility and to manage risks, and consistent with the terms of the manager-of-managers exemptive order, in 2019, RIM created Money Manager “bench” lineups for certain Manager-of-Managers Underlying Funds, whereby those Manager-of-Managers Underlying Funds have Board-approved Existing Money Manager Agreements with Money Managers that are not funded (i.e., have an asset allocation of zero). In the Agreement Evaluation Information, RIM advised the Board that the opportunity to decrease a Money Manager’s allocation to zero, but not terminate the Money Manager, allows RIM to potentially realize gains from strategies that may have been overly rewarded in the marketplace over the short to medium term, or provide the opportunity to retain capacity with a Money Manager that may otherwise be closed to new business. The Board noted that RIM does not believe there are any detriments to the Manager-of-Managers Underlying Funds or RIM from the use of a Money Manager bench. RIM has advised the Board that RIM may add Money Managers to, or remove Money Managers from, a Money Manager bench lineup for Manager-of-Managers Underlying Funds, or create Money Manager bench lineups for additional Manager-of-Managers Underlying Funds.

The Agreement Evaluation Information outlined various changes that have been implemented in the investment program for the Funds and the Manager-of-Managers Underlying Funds in recent years and described additional changes that have been implemented or are underway, and the impact of such changes, to the investment advisory services provided to the Underlying Funds by RIM, which the Trustees took into account in their contract renewal deliberations, including the following:

•

Most discretionary Money Manager equity assignments for Manager-of-Managers Underlying Funds were previously converted to non-discretionary assignments, thereby implementing emulation for those Money Manager equity assignments. The Board considered the potential impacts described in the Agreement Evaluation Information, both positive and negative, on the Manager-of-Managers Underlying Funds of emulation. RIM noted that, in implementing emulation for most equity assignments for the Manager-of-Managers Underlying Funds, it assumes various additional risks, including trade error risk as it takes over responsibility for trading. RIM generally effects Underlying Fund equity portfolio transactions through an affiliated broker that receives a portion of the commissions paid by the Funds for effecting some of these transactions. For such equity transactions, the Underlying Funds pay RIM’s affiliated broker dealer commission rates that are determined by an oversight committee of RIM. According to RIM, the Underlying Funds pay the same commission rates regardless of whether the affiliated broker dealer receives any portion of the commission. RIM noted certain enhancements in recent years to the emulation process for Manager-of-Managers Underlying Funds, including increasing the frequency of receipt of certain Money Manager model portfolios, the utilization of a risk-based portfolio dashboard and model liquidity monitoring. While RIM generally implements Money Manager equity strategies via emulation, RIM has determined and may determine that certain Money Manager equity strategies should be implemented by Money Managers on a discretionary basis.

Exhibit E-18

•

Benchmark and name changes for certain Funds and Underlying Funds to comply with new SEC regulations.

•

Modifications to the target strategic asset allocation of the Funds to reflect market conditions, capital market forecasts and RIM’s desired asset class exposures.

•

RIM has developed an evolution in its portfolio construction process that RIM intends to initially implement for a Manager-of-Managers Underlying Fund, the RIF U.S. Strategic Equity Fund, where all Fund assets other than the Fund’s liquidity reserve will be allocated to Money Manager strategies and the Direct Management Services described above will be eliminated, with RIM managing benchmark relative exposures by systematically adjusting the weights of securities in non-discretionary Money Managers’ model portfolios.

In evaluating the Funds’ and Underlying Funds’ Advisory Fees and Management Fees, the Board considered that, in the Agreement Evaluation Information and at past meetings, RIM noted differences between the investment strategies of certain Underlying Funds and their respective Comparable Funds in pursuing their investment objectives.

To assist the Board’s evaluation of the Advisory Fees, Management Fees and total expenses of Underlying Funds with changes to their contractual Advisory Fee waivers and expense caps that were implemented during or after fiscal year 2025, RIM provided comparisons and discussion of the Management Fees and total expenses of such Underlying Funds on an adjusted basis to reflect the annualized impact of changes to contractual Advisory Fee waivers and expense caps, as applicable, that were implemented during or after fiscal year 2025.

The LifePoints Third-Party Information included, among other things, comparisons of the Funds’ Management Fees with the management fees of their Comparable Funds on an actual basis (i.e., giving effect to any fee waivers and/or expense caps implemented by RIM with respect to a Fund and by the managers of such Fund’s Comparable Funds). The LifePoints Third-Party Information showed, among other things, that the Moderate Strategy Fund, Balanced Strategy Fund and Aggressive Strategy Fund each had a Management Fee which, compared with the management fees of its respective Comparable Funds on an actual basis, was ranked in the second quintile of its Expense Universe for that expense component, and the Equity Aggressive Strategy Fund had a Management Fee which, compared with the management fees of its Comparable Funds 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 management fees among funds in the Expense Universe, and the fifth quintile represents funds with the highest management fees among funds in the Expense Universe. The comparisons were based upon the latest fiscal years for the Expense Universe funds and the LifePoints Third-Party Information.

The Funds and the RIF Underlying Funds are distributed exclusively to Insurance Contract Holders. Among other things, RIM previously noted that meaningful comparisons of management fees between funds affiliated with insurance companies issuing variable annuity and life insurance policies to Insurance Contract Holders and funds that are not affiliated with such insurance companies, such as the Funds and the RIF Underlying Funds, are difficult as insurance companies have flexibility to allocate certain fees between the variable annuity and variable life insurance contracts held by Insurance Contract Holders and the affiliated underlying funds. RIM also noted the administrative services provided by an insurance company to Insurance Contract Holders invested in the Funds and the RIF Underlying Funds and the costs associated with the provision of such administrative services. RIM explained that these administrative services benefit the Funds’ and RIF Underlying Funds’ Insurance Contract Holders and are necessary for the operation of the Funds and the RIF Underlying Funds.

Exhibit E-19

In discussing the Management Fees for the Underlying Funds generally, RIM noted, among other things, that its Management Fees for the Underlying Funds encompass services that are typical to services provided by investment advisers to the Underlying Funds’ Comparable Funds, as well as transition management services that enable efficient and cost-effective asset transition events and the administration of a cash equitization program.

RIM also advised the Board that its pre-tax profit margin from its relationships with the Funds and Underlying Funds increased in 2025, and RIM’s 2025 pre-tax profit margin in providing investment advisory services to the Funds is slightly higher than the median of the operating profit margins of public investment management company peers (in each case, including sales and client service expenses) based on a survey conducted as of September 30, 2025 reflecting the prior 12 months.

The Board considered each Fund’s and Underlying Fund’s Advisory Fee and Management Fee on both a standalone basis and in the context of the Fund’s or Underlying Fund’s total expense ratio. The Board also considers the various expense components, other than the Advisory Fee and Management Fee, that comprise each Fund’s total expense ratio, and the extent to which such expense components contribute to each Fund’s total expense rankings within its Expense Universe. The Board has engaged, and continues to engage, in discussions with RIM to identify opportunities, where appropriate, for improving the Advisory Fee, Management Fee and/or total expense comparisons for certain Underlying Funds relative to their respective Comparable Funds through Advisory Fee waivers or expense caps.

At the Agreement Information Review Meeting and the Existing Agreement Evaluation Meeting, the Board reviewed and discussed with RIM the Management Fees and total expense ratios of the Underlying Funds relative to their respective Comparable Funds, including the fee waivers RIM had previously implemented and agreed to implement in the future to reduce Management Fees and/or total expenses for certain Underlying Funds, and the Underlying Funds’ Comparable Fund fee and expense trending year-over-year. Based on that review and discussions with RIM, including discussions with RIM regarding the reasonableness of various components of certain Underlying Funds’ total expense ratio other than its Management Fee, the Independent Trustees will continue to evaluate and engage in ongoing discussions with management regarding Management Fee and total expense comparisons of the Underlying Funds.

Based upon information provided by RIM, 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 Board considered, among other things, the variability of Money Manager Fees and other factors associated with the manager-of-managers structure employed by the Manager-of-Managers Underlying Funds as well as net Fund redemptions or purchases in recent years.

With respect to each Underlying Fund, the Board considered any Advisory Fee waivers or expense limitation arrangements that had been implemented in the past year, and those proposed to be implemented in the future. In addition, the Board, in the case of certain Underlying Funds, considered Advisory Fee breakpoints that previously had been implemented for those Underlying Funds.

The Funds are primarily distributed through, and their assets are primarily attributed to Northwestern Mutual. The Funds continue to experience outflows; however, RIM advised the Board there is regular contact with Northwestern Mutual in order to maintain product availability and continue efforts to grow the product line. RIM expressed its belief that Northwestern Mutual is still committed to the Funds and RIF Underlying Funds. However, the Board has received no direct assurances in this regard 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. RIM previously expressed its belief that the Funds will remain viable in the near term, and the Board was not advised of any change in RIM’s belief in this regard. The Board considered, among other things, the potential negative implications for significant future Fund asset growth if additional insurance companies do not make the Funds available to their variable annuity and variable life insurance policyholders.

Exhibit E-20

The Board also considered that the advisory fee rates payable to RIM by Other RIM Funds and fee rates payable to RIM or its affiliates by other registered investment companies and by institutional clients with investment objectives similar to those of the Funds in some cases are lower than the advisory fee rates paid by the Funds (including indirect expenses of investing in Underlying Funds). The Trustees considered RIM’s explanation that the advisory fees payable to RIM by the Funds and the Other RIM Funds reflect, among other things, differences in the type of product, distribution channel and investors. The Trustees also considered the differences in the nature and scope of services RIM provides to other registered investment companies and institutional clients relative to those provided to the Funds and the Underlying Funds. With respect to institutional clients, RIM explained, among other things, that institutional products have fewer compliance, administrative, client servicing/communication and other needs than the Funds and the Underlying Funds. RIM also noted that due to the number and nature of investors, along with their varied needs for liquidity, there is more portfolio liquidity management and cash flow management required for the Underlying Funds than for RIM’s and its affiliates’ institutional clients, where assets are relatively stable. In addition, RIM noted that the Funds and the Underlying Funds are subject to heightened regulatory requirements relative to institutional clients. Accordingly, the Trustees concluded that the services provided to the Funds and Underlying Funds are sufficiently different from the services provided to such institutional clients that comparisons are not probative and should not be given significant weight.

With respect to the Funds’ total expenses, the LifePoints Third-Party Information showed that the total direct expenses (i.e., not including indirect expenses of the Underlying Funds) for each Fund ranked in the second quintile of its respective Expense Universe. In these rankings, the first quintile represents 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 RIM during the course of the year and prior years, or presented at or in connection with the Agreement Information Review Meeting and Existing Agreement Evaluation Meeting by RIM and its affiliates, the Board, in respect of each Fund and Underlying Fund, after giving effect to any applicable fee waivers and/or expense caps for the Underlying Funds, and considering any differences in the investment strategies of its respective Comparable Funds and in light of other factors discussed above: (1) found that the Advisory Fee and Administrative Fee were acceptable in light of the nature, scope and overall quality of the investment advisory and other services provided, and expected to be provided, to the Fund or Underlying Fund and to provide continuity of investment advisory and other services by RIM and its affiliates to the Fund or Underlying Fund; (2) either found that the relative expense ratio of each Fund and Underlying Fund was comparable to those of its Comparable Funds or took into account the factors noted above, and other factors in respect of the Underlying Funds, in considering the relative expense ratio as compared to those of its Comparable Funds; (3) found that the other benefits and fees received by RIM or its affiliates from the Fund or Underlying Fund identified in the Agreement Evaluation Information were not considered to be excessive; (4) found that RIM’s reported profitability with respect to the Fund and Underlying Fund was not considered to be excessive in light of the nature, scope and overall quality of the investment management and other services provided by RIM and applicable judicial and regulatory guidance; and (5) found that the Advisory Fee charged by RIM appropriately reflects any economies of scale realized by such Fund or Underlying Fund in light of various factors, including potential negative implications for significant future Fund asset growth if additional insurance companies do not make the Funds available to their Insurance Contract Holders; the Advisory Fee breakpoints that are in place for certain Underlying Funds; in the case of Manager-of Managers Underlying Funds, the variability of Money Manager Fees and other factors associated with the manager-of-managers structure; and RIM’s advice that it does not believe it will experience meaningful economies of scale.

The Board concluded that, under the circumstances and based on RIM’s performance information and reviews for each Fund and Underlying Fund, the performance of each of the Funds and Underlying Funds supported the continuation of the Existing Agreement. In assessing the performance of the Funds and the Underlying Funds, the Board focused on each Fund’s performance for the 3-year period ended December 31, 2025 as most relevant,

Exhibit E-21

but also considered Fund and Underlying Fund performance for the 1- and 5-year periods ended on such date. In reviewing the performance of the Funds and Underlying Funds generally, the Board took into consideration various steps taken by RIM in the past few years to enhance the performance of certain Manager-of-Managers Underlying Funds, including changes in Money Managers or their allocations and changes to investment strategies, which may not yet be fully reflected in Manager-of-Managers Underlying Fund investment results.

The Board considered that the performance of each Fund ranked in the third quintile of its Performance Universe or better for the 3-year period ended December 31, 2025.

In evaluating performance, the Board considered each Fund’s and Underlying Fund’s performance not only relative to its Comparable Funds, but also in absolute terms and relative to appropriate benchmarks and indices. The Board considered the Manager-of-Managers Underlying Funds’ performance relative to their primary or secondary benchmarks, whichever RIM uses to assess Fund performance, in light of RIM’s advice that its investment philosophy and process seek to combine investment managers to produce benchmark-beating returns with above-average consistency. Among the Underlying Funds in which the Funds were invested as of December 31, 2025, for the 1-year period ended December 31, 2025, the RIC Global Equity Fund, RIC Emerging Markets Fund, RIC Short Duration Bond Fund, RIF Strategic Bond Fund, RIC Multi-Strategy Income Fund and RIC Multi-Asset Strategy Fund outperformed their respective benchmarks; for the 3-year period ended December 31, 2025, the RIF Global Real Estate Securities Fund, RIC Opportunistic Credit Fund, RIC Short Duration Bond Fund and RIC Multi-Strategy Income Fund outperformed their respective benchmarks; and for the 5-year period ended December 31, 2025, the RIF U.S. Small Cap Equity Fund and RIC Short Duration Bond Fund outperformed their respective benchmarks. The RIC Underlying Fund that is not a Manager-of-Managers Underlying Fund, the RIC Long Duration Bond Fund, did not outperform its benchmark for the 1-, 3- or 5-year periods ended December 31, 2025.

The Board also considered the Money Manager changes that have been made during the past year and that the performance of Money Managers continues to impact the performance of the Funds and Manager-of-Managers Underlying Funds for periods prior and subsequent to their termination. Further, the Board considered the implementation of additional strategies or refinements to strategies discussed in the Agreement Evaluation Information and/or prior Board meetings that have been and may be employed by RIM in respect of certain Underlying Funds.

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

At the Agreement Information Review Meeting and Existing Agreement Evaluation Meeting, with respect to the evaluation of the terms of Existing Money Manager Agreements with Money Managers for the Manager-of-Managers Underlying Funds, the Board received and considered information from RIM reporting, among other things, for each Money Manager: the Money Manager’s performance over various periods; RIM’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIM or Russell Investments Financial Services, LLC, the Funds’ and Underlying Funds’ underwriter; and RIM’s recommendation to retain each discretionary or non-discretionary Money Manager on the current terms and conditions, including at the current fee rate. 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. RIM did not identify any benefits from the Manager-of-Managers Underlying Funds’ portfolio transactions received by Money Managers or their affiliates other than potential benefits from soft dollar arrangements or commissions paid to any affiliated broker-dealer through which a discretionary Money Manager may execute trades.

Exhibit E-22

Agreements with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIM; RIM is aware of the standard fee rates charged by Money Managers to other clients; and RIM believes that the fees agreed upon with Money Managers are reasonable and appropriate in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIM’s explanation of the relevance of Money Manager profitability in light of RIM’s belief that such fees are reasonable; the Board’s findings as to the acceptability of the Advisory Fee paid by each Manager-of-Managers Underlying Fund; and the fact that each Money Manager’s fee is paid by RIM.

Based upon RIM’s recommendations, together with relevant Agreement Evaluation Information, the Board concluded that the fees paid to the Money Managers of each Manager-of-Managers Underlying Fund are acceptable in light of RIM’s assessment of the quality of the investment advisory services provided and that continuation of the Existing Money Manager Agreement with each Money Manager of each Manager-of-Managers Underlying Fund would be in the best interests of the Manager-of-Managers Underlying Fund and its shareholders.

* * *

This discussion is not intended to include all of the factors and information considered by the Board. In their deliberations, the Trustees did not identify any particular information as to the Existing Agreement or, other than RIM’s recommendation, the Existing Money Manager Agreement with any Money Manager for a Manager-of-Managers Underlying Fund that was all-important or controlling, except, in the case of the Existing Agreement, the need to continue the managers-of-managers structure of the Manager-of-Managers Underlying Funds, 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.

Exhibit E-23

EXHIBIT F

AUDIT COMMITTEE CHARTER

RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

RUSSELL INVESTMENTS EXCHANGE TRADED FUNDS

RUSSELL INVESTMENTS NEW ECONOMY INFRASTRUCTURE FUND

RUSSELL INVESTMENTS STRATEGIC CREDIT FUND

Effective December 9, 2024

This Audit Committee Charter (the “Charter”) is adopted by the Board of Trustees (the “Board”) of each of Russell Investment Company, Russell Investment Funds, Russell Investments Exchange Traded Funds (“RIETF”), Russell Investments New Economy Infrastructure Fund and Russell Investments Strategic Credit Fund (each, a “Trust” and together, the “Trusts”) on behalf of each Trust and, where applicable, each Trust’s series (collectively, each series of a Trust and any Trust that has no series is referred to as, a “Fund” or together, “Funds”).¹

The Audit Committee of the Board (the “Committee”) shall be composed entirely of independent trustees of the Trusts. With respect to RIETF, independent trustees must meet the independence standards set forth in Rule 10A-3(b)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and other applicable listing exchange rules, and may not receive, directly or indirectly, any consulting, advisory or other compensatory fee from the Funds except compensation for service as a member of the Board or a committee of the Board.² Each of these members shall be financially literate and at least one shall possess accounting or related financial management experience.³

2.	The purposes of the Committee are:

(a)

to assist Board oversight of (1) the integrity of the Funds’ financial statements, including appointment of the independent auditor, (2) the Trusts’ compliance with legal and regulatory requirements that relate to financial reporting, as appropriate, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Trusts’ independent auditor;

(b)

to oversee the Trusts’ accounting and financial reporting policies and practices and its internal controls;

(c)

to act as a liaison between the Trusts’ independent auditors and the full Board; and

¹	Solely for convenience, this Charter has been drafted as if there were a single Trust, a single Committee, and a single Board. Each Committee and the Board of each Trust shall act separately and in the best interests of such Trust and the respective Funds.

To be considered independent for purposes of Rule 10A-3(b)(1)(iii), a member of an audit committee of a listed issuer that is an investment company may not, other than in his or her capacity as a member of the audit committee, the board of trustees, or any other board committee: (i) accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof, provided that, unless the rules of the national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or (ii) be an “interested person” of the issuer as defined in section 2(a)(19) of the Investment Company Act of 1940, as amended.

³	To the extent that the Board declares that any Committee member is an “audit committee financial expert” as defined in Item 3 of Form N-CSR, that member shall be deemed to possess accounting or related financial experience.

Exhibit F-1

(d)

to consider such other matters as it deems appropriate in carrying out its purposes and any other matters that may be assigned to it by the Board.

The function of the Committee is oversight; it is management’s responsibility to prepare, or oversee the preparation of, the Funds’ financial statements in accordance with generally accepted accounting principles (“GAAP”) and to maintain appropriate systems for accounting and internal controls, and the independent auditors’ responsibility to plan and carry out a proper audit in compliance with applicable standards and to express an opinion on the Funds’ financial statements. The independent auditor shall report directly to the Committee. It is not the duty of the Committee to plan or conduct audits or to determine that the Funds’ financial statements are complete and in accordance with GAAP.

3.	To carry out its purposes, the Committee shall have the following duties and powers:

(a)

to select at least annually, subject to approval by the Board, and to recommend to the Board the retention or termination of, the independent auditor to provide audit, review or attest services to each Trust, and, in connection therewith, to evaluate the independence of the auditors, and to receive the auditors’ specific representations as to their independence as part of such evaluation, each in compliance with applicable standards, and to be responsible for the compensation and proposed terms of engagement of the auditors and oversight of the work of the auditors (including resolution of disagreements between management and the auditor regarding financial reporting);

(b)

to review and approve the fees to be charged by the independent auditors for audit and non-audit services to be provided to each Trust in its upcoming fiscal year;

(c)

to pre-approve all permissible non-audit services to be provided to each Trust by the independent auditor;

(d)

to approve all non-audit services to be provided by the Trusts’ independent auditor to the Funds’ investment adviser⁴ or to any entity that controls, is controlled by or is under common control with the Funds’ investment adviser and that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds;

(e)

to establish, if deemed necessary or appropriate as an alternative to Committee pre-approval of services to be provided by the independent auditor as required by paragraphs (c) and (d) above, policies and procedures to pre-approve such services or to permit such services to be pre-approved by other means, such as by action of a designated member or members of the Committee, subject to subsequent Committee review or oversight;

(f)

to meet with the Trusts’ independent auditors, including private meetings when the Committee or independent auditors deem necessary: (i) to review the arrangements for and scope of each Trust’s annual audit and any special audits; (ii) to discuss any matters of concern relating to the Funds’ financial statements, including any adjustments to such statements recommended by the auditors, or other results of said audit(s); (iii) to receive and consider the auditors’ comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s responses thereto; (iv) to review all other matters required to be communicated to the Committee by the independent auditors; and (v) to review the form of opinion the auditors propose to render to the Board and shareholders;

(g)

to receive and consider reports from the Trusts’ independent auditor regarding: (i) all critical accounting policies and practices of each Trust to be used; (ii) all alternative accounting treatments for policies and practices related to material items that have been discussed with management, including the potential ramifications of use of those treatments and the treatment preferred by the auditor; (iii) any material written communications between the auditor and management; and (iv) all non-audit

⁴	Not including a money manager whose role is primarily portfolio management and is sub-contracted or overseen by another investment adviser.

Exhibit F-2

services provided to any entity in each Trust’s investment company complex (as defined in Rule 2-01 of Regulation S-X) that were not pre-approved by the Committee or its delegate or provided pursuant to pre-approval policies and procedures established by the Committee and associated fees; such reports to be received and considered annually prior to the filing of the audit report with the U.S. Securities and Exchange Commission (“SEC”) and, if the annual communication is not within 90 days prior to the filing of the audit report with the SEC, the Committee shall receive and consider an update in the 90 days prior to the filing of any changes to the previously reported information;

(h)

to discuss with management and the auditors any significant or extraordinary transactions or procedures that are brought to its attention or of which it becomes aware, which may include compliance or valuation-related procedures, and the effect of any such transactions or procedures upon the Funds;

(i)

to ensure that the outside auditor submits at least annually to the Committee an auditors’ report describing the auditor’s quality control procedures, any internal or peer quality control review, any inquiry or investigation of the auditor by governmental or professional authorities and any steps taken to deal with issues raised by such inquiries or investigations as well as delineating all relationships between the auditor and each Trust;

(j)

to actively engage in a dialogue with respect to any disclosed relationships or services that may reasonably be thought to bear on the objectivity and independence of the outside auditor; and to recommend that the Board take appropriate action in response to the auditor’s report to satisfy itself of the outside auditor’s independence;

(k)

to discuss with the auditors any audit-related problems or difficulties and management’s response thereto;

(l)

to discuss and review with management and the auditors the effect upon the Funds of any changes in accounting principles or practices proposed by management or the auditors;

(m)

to consult with the Board, as requested, in connection with the Board’s determination whether one or more members of the Committee qualify as an “audit committee financial expert,” and whether each such member is “independent” as defined under SEC rules;

(n)

to receive reports from the Trusts’ principal executive and principal financial officers of any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Trusts’ ability to record, process, summarize and report financial data; and any fraud, whether or not material, that involves management or other employees of each Trust who have a significant role in the Trusts’ internal controls over financial reporting, and to evaluate any corrective actions taken by management or proposed be taken by management or the Board;

(o)

to investigate improprieties or suspected improprieties in Trust operations that relate to financial reporting, as appropriate, and that are brought to its attention or of which it becomes actually aware;

(p)

to report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate;

(q)

to oversee administration of the Trusts’ Senior Registered Fund Officer Code of Ethics, including granting waivers and determining sanctions for any purported violations of that code that are brought to its attention or of which it becomes actually aware and informing and making recommendations thereon to the Board, as well as considering any approvals, interpretations and waivers of that code sought by the Chief Executive Officer; and

(r)

to perform such other functions and to have such powers as may be necessary and appropriate in the efficient and lawful discharge of the power provided in this Charter.

Exhibit F-3

The Committee shall meet on a regular basis and is empowered to hold special meetings, as circumstances require, and shall conduct its meetings and take any and all actions in accordance with the provisions of the Master Trust Agreement and Bylaws of each Trust. The Committee shall keep minutes of its meetings.

The Committee shall oversee the development, establishment and review of complaint procedures regarding accounting, internal auditing controls or auditing matters, including through a review of such complaint procedures on at least an annual basis. These complaint procedures shall provide for the anonymous and confidential submission and receipt of complaints from Fund officers as well as employees of any Fund service providers.

6.	The Committee shall, from time to time and as it deems appropriate, meet, including in private meetings when the Committee deems appropriate, with the Treasurer of each Trust and with internal auditors, if any, for the management company.

7.	The Committee shall have the resources, including financial resources, and authority appropriate to discharge its responsibilities, including the authority to retain independent counsel and any other adviser, experts or consultants at the expense of the appropriate Fund(s).

8.	The Committee shall evaluate its performance annually.

The Committee shall review this Charter at least annually and recommend any changes to the full Board.

Approved: December 9, 2024

Exhibit F-4

EXHIBIT G

AUDIT AND NON-AUDIT PRE-APPROVAL POLICY

RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

RUSSELL INVESTMENTS EXCHANGE TRADED FUNDS

RUSSELL INVESTMENTS NEW ECONOMY INFRASTRUCTURE FUND

RUSSELL INVESTMENTS STRATEGIC CREDIT FUND

(EACH AN “INVESTMENT COMPANY”)

AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY

EFFECTIVE DATE: APRIL 1, 2025

Statement of Purpose.

This Audit and Non-Audit Services Pre-Approval Policy (“Policy”) has been adopted by the Audit Committee (the “Audit Committee”) of each Investment Company to apply to any and all engagements of the independent auditor with: (1) an Investment Company for audit and permissible non-audit services and (2) the Investment Company’s adviser or its control affiliates (collectively, “Adviser Entities”) for permissible non-audit services that relate directly to the Investment Company’s operations or financial reporting (“fund-related services”).⁵ The term “Funds” shall collectively refer to each series of an Investment Company that is a series company and to each Investment Company that is not a series company. The term “Investment Adviser” shall refer to the Funds’ adviser, Russell Investment Management, LLC (“RIM”). This Policy does not delegate to management the responsibilities set forth herein for the pre-approval of services performed by the Funds’ independent auditor.

Statement of Principles.

Under the Sarbanes-Oxley Act of 2002 (the “Act”) and rules adopted by the United States Securities and Exchange Commission (the “SEC”), the Audit Committee of the Funds’ Board of Trustees (the “Audit Committee”) is charged with responsibility for the appointment, compensation and oversight of the work of the independent auditor for the Funds. As part of these responsibilities, the Audit Committee is required to pre-approve: (1) the audit services and permissible non-audit services, such as audit-related, tax and other services (“non-audit services”), to be performed by the independent auditor for the Funds, and (2) the services to be performed by the independent auditor for Adviser Entities that relate directly to the operations and financial reporting of the fund, in each case to assure that the independence of the auditor is not in any way compromised or impaired with respect to the Funds. In determining whether an auditor is independent in light of the services it provides to a Fund or Adviser Entity, there are four guiding principles under the Act and relevant SEC rules that must be considered. In general, the independence of the auditor to the Funds could be deemed impaired if the auditor has a relationship or provides a service that:

•

Creates a mutual or conflicting interest between the auditor and the audit client (including the Funds whose financial statements are being audited, as well as affiliates of the Funds covered by relevant SEC rules);

•

Results in the auditor acting as management or an employee of the audit client;

•

Places the auditor in the position of auditing its own work; or

•

Places the accountant in a position of being an advocate for the audit client.

⁵

Adviser Entities include the Funds’ investment adviser (but not a sub-adviser whose role is primarily portfolio management and whose activities are overseen by the principal investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds.

Exhibit G-1

Accordingly, it is the Funds’ policy that the independent auditor for the Funds must not be engaged to perform any service that contravenes the rules adopted by the SEC governing auditor independence, including the four guidelines set forth above, or which in any way could be deemed to impair or compromise the independence of the auditor for the Funds. This Policy is designed to accomplish those requirements and will henceforth be applied to all engagements by the Funds of their independent auditor, whether for audit, audit-related, tax, or other non-audit services, as well as to engagements of the auditor by Adviser Entities for fund-related services.

Rules adopted by the SEC establish two distinct approaches to the pre-approval of auditor services by the Audit Committee. The proposed services either may receive general pre-approval through adoption by the Audit Committee of pre-approval policies and procedures, provided the policies and procedures are detailed as to the particular services (e.g., a list of authorized services for the fund, together with a budget of expected costs for those services), the Audit Committee is informed of each service and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management (“general pre-approval”), or specific pre-approval by the Audit Committee of all services provided to the Funds or fund-related services provided to Adviser Entities on a case-by-case basis (“specific pre-approval”).

The Funds’ Audit Committee believes that the combination of these two approaches reflected in this Policy will result in an effective and efficient procedure for the pre-approval of permissible services performed by the Funds’ independent auditor. The Funds’ Audit and Non-Audit Pre-Approved Services Schedule lists the audit, audit-related, tax and other services (including fund-related services) that have the general pre-approval of the Audit Committee.⁶ As set forth in this Policy, unless a particular service has received general pre-approval, those services will require specific pre-approval by the Audit Committee before any such services can be provided by the independent auditor. Any proposed service to the Funds or Adviser Entities that exceeds the pre-approved budget for those services will also require specific pre-approval by the appropriate Audit Committee.

In assessing whether a particular audit or non-audit service should be approved, the Audit Committee will take into account the ratio between the total amounts paid for audit, audit-related, tax and other services, based on historical patterns, with a view toward assuring that the level of fees paid for non-audit services as they relate to the fees paid for audit services does not compromise or impair the independence of the auditor. The Audit Committee will review the list of general pre-approved services, including the pre-approved budget for those services, at least annually and more frequently if deemed appropriate by the Audit Committee, and may implement changes thereto from time to time.

Delegation.

As provided in the Act and in the SEC’s rules, the Audit Committee from time to time may delegate either general or specific pre-approval authority to one or more of its members. Any member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Audit Services.

The annual audit services engagement terms and fees for the independent auditor for the Funds require specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the independent auditor in order to be able to form an opinion on the financial statements for the Funds for that year. These other procedures include reviews of information systems, procedural reviews and testing performed in order to understand and rely on the Funds’ systems of internal control, and consultations relating to the audit. Audit services also include the attestation engagement for the independent auditor’s report on the report from management on financial reporting internal controls. The Audit Committee will review the audit services engagement as necessary or appropriate in the sole judgment of the Audit Committee.

⁶	As noted below, the annual audit services engagement terms and fees for the independent auditor for the Funds require specific pre-approval of the Audit Committee.

Exhibit G-2

In addition to the pre-approval by the Audit Committee of the annual engagement of the independent auditor to perform audit services described above, the Audit Committee may grant general pre-approval to other audit services, which are those services that only the independent auditor reasonably can provide. These services are generally related to the issuance of an audit opinion, and may include statutory audits and services associated with the Funds’ SEC registration statement on Form N-1A or Form N-2, periodic reports and documents filed with or information requested by the SEC or other regulatory or self-regulatory organizations, or other documents issued in connection with the Funds’ securities offerings.

The audit services engagement terms and fees for the independent auditor for the Funds, as described above, must be specifically pre-approved by the Audit Committee or its delegate on an annual basis. The Audit Committee has pre-approved the other audit services set forth in Schedule A of the Audit and Non-Audit Pre-Approved Services Schedule. All other audit services not listed in Schedule A of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee or its delegate.

Audit-Related Services.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the financial statements for the Funds, or the separate financial statements for a series of the Funds that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of audit-related services does not compromise or impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant pre-approval to audit related services. “Audit-related services” include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal reporting requirements, including reports required to be filed with the SEC pursuant to applicable requirements.

The Audit Committee has pre-approved the audit-related services set forth in Schedule B of the Audit and Non-Audit Pre-Approved Services Schedule. All other audit-related services not listed in Schedule B of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee or its delegate.

Tax Services.

The Audit Committee believes that the independent auditor can provide tax services to the Funds, such as tax compliance, tax planning and tax advice, without impairing the auditor’s independence and the SEC has stated that the independent auditor may provide such services. Consequently, the Audit Committee believes that it may grant general pre-approval to those tax services that have historically been provided by the auditor, that the Audit Committee has reviewed and believes would not impair the independence of the auditor, and that are consistent with the SEC’s rules on auditor independence. However, the Audit Committee will not permit the retention of the independent auditor to provide tax advice in connection with any transaction recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported by the United States Internal Revenue Code and related regulations or the applicable tax statutes and regulations that apply to the Funds’ investments outside the United States. The Audit Committee will consult with the Treasurer of the Funds or outside counsel to determine that the Funds’ tax planning and reporting positions are consistent with this policy.

The Audit Committee has pre-approved the tax services set forth in Schedule C of the Audit and Non-Audit Pre-Approved Services Schedule. All other tax services not listed in Schedule C of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee or its delegate.

Exhibit G-3

All Other Services.

The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes that it may grant general pre-approval to those permissible non-audit services classified as “all other” services that the Audit Committee believes are routine and recurring services, would not impair or compromise the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

The Audit Committee has pre-approved the permissible “all other services” set forth in Schedule D of the Audit and Non-Audit Pre-Approved Services Schedule. Permissible “all other services” not listed in Schedule D of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee or its delegate.

A list of the SEC’s prohibited non-audit services are as follows:

•

Bookkeeping or other services relating to the accounting records or financial statements of the Funds

•

Financial information system design and implementation

•

Appraisal or valuation services, fairness opinions or contribution-in-kind reports

•

Actuarial services

•

Internal audit outsourcing services

•

Management functions

•

Human resources services

•

Broker-dealer, investment adviser or investment banking services

•

Legal services unrelated to the audit

•

Expert services unrelated to the audit

The SEC’s rules and relevant official interpretations and guidance should be consulted to determine the scope of these prohibited services and the applicability of any exceptions to certain of the prohibitions. Under no circumstance may an executive, manager or associate of the Funds, the Investment Adviser or an Adviser Entity authorize the independent auditor for the Funds to provide prohibited non-audit services.

De Minimis Waiver.

In accordance with the Act and SEC regulations, notwithstanding anything in this Policy to the contrary, the pre-approval requirements of this Policy are waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided:

(a)

The aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid the Investment Company to the independent auditor during the fiscal year in which the services were provided;

(b)

Such services were not recognized by the Funds at the time of the engagement to be non-audit services requiring pre-approval by the Audit Committee or its delegate; and

(c)

Such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its delegate prior to the completion of the audit, pursuant to the pre-approval provisions of this Policy.

With respect to the provision of fund-related services to Adviser Entities, the aggregate amount of services provided must constitute no more than five percent of the total amount of fees paid by the Investment Company and the relevant Adviser Entities to the independent auditor during the fiscal year in which the services were provided.

Exhibit G-4

In connection with the approval of any non-audit service pursuant to this de minimis exception, a record shall be made indicating that each of the conditions for this exception has been satisfied.

Pre-Approval Fee Levels or Budgeted Amounts.

Pre-approved fee levels or budgeted amounts for all services to be provided by the independent auditor will be established annually by the Audit Committee and shall be subject to periodic subsequent review during the year if deemed appropriate by the Audit Committee (separate amounts may be specified for the Funds and for other affiliates in the investment company complex subject to pre-approval). Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee will be mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriateness of the ratio between the total amount of fees for audit, audit-related, and tax services for the Funds (including any audit-related or tax services fees for affiliates subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as “all other services” for the Funds (including any such services for affiliates subject to pre-approval by the Audit Committee or its delegate).

Procedures.

All requests or applications for services to be provided by the independent auditor that do not require specific pre-approval by the Audit Committee will be submitted to the “Investment Company Clearance Committee” (the “Clearance Committee”) (which shall be comprised of not less than three members, including the Treasurer of the Funds who shall serve as its Chairperson) and must include a detailed description of the services to be rendered and the estimated costs of those services. The Clearance Committee will determine whether such services are included within the list of services that have received general pre-approval by the Audit Committee. The Audit Committee will be informed not less frequently than quarterly by the Chairperson of the Clearance Committee of any such services rendered by the independent auditor for the Funds and the fees paid to the independent auditors for such services.

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Clearance Committee and must include a joint certification by the engagement partner of the independent auditor and the Chairperson of the Clearance Committee that, in their view, the request or application does not involve a prohibited non-audit service and is consistent with the SEC’s rules governing auditor independence.

Russell Investments’ associates and the officers of the Investment Company will report to the Chairman of the Audit Committee any breach of this Policy that comes to the attention of the Internal Audit Department or an officer of the Investment Company.

Additional Requirements.

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work performed by the independent auditor and to assure the independent auditor’s continuing independence from the Funds and their affiliates. Such efforts will include, but not be limited to, reviewing a written annual statement from the independent auditor delineating all relationships between the independent auditor and the Investment Company, RIM and their subsidiaries and affiliates (including persons in financial reporting oversight roles) that may reasonably be thought to bear on the auditor’s independence, consistent with Public Company Accounting Oversight Board Rule 3526, and discussing with the independent auditor its methods and procedures for ensuring its independence.

Exhibit G-5

APPENDIX A

Fund Shares Outstanding as of September 1, 2026


Fund	Shares Outstanding on Record Date
U.S. Strategic Equity Fund		27,760,295
U.S. Small Cap Equity Fund		13,485,130
Global Real Estate Securities Fund		68,384,841
International Developed Markets Fund		26,697,533
Strategic Bond Fund		99,270,049
Moderate Strategy Fund		6,132,440
Balanced Strategy Fund		20,547,299
Aggressive Strategy Fund		16,017,057
Equity Aggressive Strategy Fund		4,790,379

Appendix A-1

APPENDIX B

5% Record or Beneficial Owners of Fund Shares as of July 31, 2026

As of July 31, 2026, the following shareholders owned of record or were known by the Funds to beneficially own 5% or more of any Fund’s Shares.


FUND NAME	NAME & ADDRESS	# OF SHARES		%
GLOBAL REAL ESTATE SECURITIES FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		44,520,825.434		64.84	%
GLOBAL REAL ESTATE SECURITIES FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		11,502,957.237		16.75	%
GLOBAL REAL ESTATE SECURITIES FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT II 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		7,798,422.879		11.36	%
GLOBAL REAL ESTATE SECURITIES FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING N13 NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		3,723,197.940		5.42	%
MODERATE STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		5,319,557.258		86.24	%
MODERATE STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		635,520.058		10.30	%
BALANCED STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		17,306,378.058		83.13	%
BALANCED STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		2,446,676.329		11.75	%
AGGRESSIVE STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		13,214,591.284		81.60	%

Appendix B-1


FUND NAME	NAME & ADDRESS	# OF SHARES		%
AGGRESSIVE STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		2,378,651.605		14.69	%
EQUITY AGGRESSIVE STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		3,255,680.059		67.66	%
EQUITY AGGRESSIVE STRATEGY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		1,292,720.157		26.87	%
U.S. STRATEGIC EQUITY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		15,517,179.093		55.33	%
U.S. STRATEGIC EQUITY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		5,766,825.391		20.56	%
U.S. STRATEGIC EQUITY FUND	RIF AGGRESSIVE STRATEGY FUND RUSSELL INVESTMENTS—INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 401 UNION ST FL 18 SEATTLE WA 98101-2685		2,385,351.312		8.51	%
U.S. STRATEGIC EQUITY FUND	RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS—INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 401 UNION STREET FL 18 SEATTLE WA 98101-2685		1,746,992.735		6.23	%
U.S. SMALL CAP EQUITY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		8,385,871.736		61.75	%
U.S. SMALL CAP EQUITY FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		3,323,791.690		24.48	%
INTERNATIONAL DEVELOPED MARKETS FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		11,858,382.412		44.05	%
INTERNATIONAL DEVELOPED MARKETS FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		9,415,065.609		34.97	%

Appendix B-2


FUND NAME	NAME & ADDRESS	# OF SHARES		%
INTERNATIONAL DEVELOPED MARKETS FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT II 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		2,271,770.709		8.44	%
INTERNATIONAL DEVELOPED MARKETS FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING N13 NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		1,605,865.705		5.97	%
STRATEGIC BOND FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		66,499,831.223		66.74	%
STRATEGIC BOND FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		9,080,445.660		9.11	%
STRATEGIC BOND FUND	NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING N13 NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703		7,364,236.469		7.39	%
STRATEGIC BOND FUND	RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS—INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 401 UNION STREET FL 18 SEATTLE WA 98101-2685		7,177,551.156		7.20	%

Appendix B-3

LOGO

RUSSELL INVESTMENT FUNDS YOUR VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 SCAN The QR code or visit www.proxy-direct.com to vote your shares CALL 1-800-337-3503 Follow the recorded instructions available 24 hours MAIL Vote, Sign and Mail in the enclosed Business Reply Envelope VOTE IN PERSON Attend Shareholder Meeting th 401 Union Street, 18 Floor Seattle, WA 98101 on November 24, 2026 DO FUNDS FUNDS FUNDS Aggressive Strategy Fund Balanced Strategy Fund Equity Aggressive Strategy Fund Global Real Estate Securities Fund International Developed Markets Fund Moderate Strategy Fund NOT Strategic Bond Fund U.S. Small Cap Equity Fund U.S. Strategic Equity Fund TEAR PROXY RUSSELL INVESTMENT FUNDS SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 24, 2026 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The undersigned shareholder(s) of Russell Investment Funds (the “Trust”), a Massachusetts business trust, revoking previous proxies, hereby appoints Jessica Gates, Cheryl Wichers, Ross Erickson and Walter Chikwinya, or any of them as Proxies of the undersigned with power to act without the others and with full power of substitution, to vote all shares of the Fund(s), each a series of the Trust listed above, that the undersigned is entitled to vote at the Special Meeting of Shareholders to be held at the offices of Russell Investments, 401 Union Street, 18th Floor, Seattle, WA 98101, on November 24, 2026 at 11:00 a.m. Pacific Time, and at any and all adjournments thereof as indicated on the reverse side. 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. In their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the Special Meeting or any adjournments thereof. This Proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the Proposals. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 RIF_35296_081726 PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code

LOGO

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. 1. To approve a new advisory agreement between each Fund and Russell Investment Management, LLC (“RIM”) as a result of a transaction involving the sale of Russell Investments Group, Ltd. (“Russell Investments”), of which RIM is a wholly-owned subsidiary, to a newly-formed acquisition vehicle through which an investor consortium led by B Capital and including California Public Employees’ Retirement System will acquire Russell Investments. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Aggressive Strategy Fund 02 Balanced Strategy Fund 03 Equity Aggressive Strategy Fund 04 Global Real Estate Securities Fund 05 International Developed Markets Fund 06 Moderate Strategy Fund 07 Strategic Bond Fund 08 U.S. Small Cap Equity Fund 09 U.S. Strategic Equity Fund 2. To permit RIM to enter into and materially amend subadvisory agreements with affiliated money managers without shareholder approval. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Global Real Estate Securities Fund 02 International Developed Markets Fund 03 Strategic Bond Fund 04 U.S. Small Cap Equity Fund 05 U.S. Strategic Equity Fund 3. To elect one individual to the Board of Trustees of the Trust. FOR WITHHOLD 01. Ellen M. Needham IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 24, 2026. The Notice of Special Meeting, Proxy Statement and Proxy Card for this meeting are available at: https://www.proxy-direct.com/rif-35296 B Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box / / Scanner bar code xxxxxxxxxxxxxx RIF1 35296 xxxxxxxx

LOGO

RUSSELL INVESTMENT FUNDS YOUR VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 SCAN The QR code or visit www.proxy-direct.com to vote your shares CALL 1-866-298-8476 Follow the recorded instructions available 24 hours MAIL Vote, Sign and Mail in the enclosed Business Reply Envelope VOTE IN PERSON Attend Shareholder Meeting 401 Union Street, 18th Floor Seattle, WA 98101 on November 24, 2026 DO FUNDS FUNDS FUNDS Aggressive Strategy Fund Balanced Strategy Fund Equity Aggressive Strategy Fund Global Real Estate Securities Fund International Developed Markets Fund Moderate Strategy Fund NOT Strategic Bond Fund U.S. Small Cap Equity Fund U.S. Strategic Equity Fund TEAR VOTING INSTRUCTION CARD RUSSELL INVESTMENT FUNDS SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 24, 2026 [INSURANCE COMPANY NAME DROP-IN] This Voting Instruction Card is solicited by the above-named insurance company seeking voting instructions with respect to shares of Russell Investment Funds (the “Trust”), a Massachusetts business trust, for which it is the record or beneficial owner on your behalf. The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as designated on the reverse side at the Special Meeting of Shareholders to be held at the offices of Russell Investments, 401 Union Street, 18th Floor, Seattle, WA 98101, on November 24, 2026 at 11:00 a.m. Pacific Time, and at any and all adjournments thereof as indicated on the reverse side. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above-named insurance company to exercise its discretion in voting upon such other matters as may properly come before the Special Meeting or any adjournments thereof. This Voting Instruction Card, when properly executed, will be voted in the manner directed by the undersigned. If no direction is made, the votes attributable to this Voting Instruction Card will be voted FOR the proposals listed on the reverse side. Shares of the Fund(s) for which no instructions are received will be voted in the same proportion as votes for which instructions are received for the Fund(s). VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-866-298-8476 RIF_35296_081726_VI PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code

LOGO

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS. 2. To approve a new advisory agreement between each Fund and Russell Investment Management, LLC (“RIM”) as a result of a transaction involving the sale of Russell Investments Group, Ltd. (“Russell Investments”), of which RIM is a wholly-owned subsidiary, to a newly-formed acquisition vehicle through which an investor consortium led by B Capital and including California Public Employees’ Retirement System will acquire Russell Investments. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Aggressive Strategy Fund 02 Balanced Strategy Fund 03 Equity Aggressive Strategy Fund 04 Global Real Estate Securities Fund 05 International Developed Markets Fund 06 Moderate Strategy Fund 07 Strategic Bond Fund 08 U.S. Small Cap Equity Fund 09 U.S. Strategic Equity Fund 2. To permit RIM to enter into and materially amend subadvisory agreements with affiliated money managers without shareholder approval. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 01 Global Real Estate Securities Fund 02 International Developed Markets Fund 03 Strategic Bond Fund 04 U.S. Small Cap Equity Fund 05 U.S. Strategic Equity Fund 3. To elect one individual to the Board of Trustees of the Trust. FOR WITHHOLD 01. Ellen M. Needham IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 24, 2026. The Notice of Special Meeting, Proxy Statement and Voting Instruction Card for this meeting are available at: https://www.proxy-direct.com/rif-35296 B Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box / / Scanner bar code xxxxxxxxxxxxxx RIF2 35296 xxxxxxxx