NON-DISCRETIONARY INVESTMENT ADVISORY CONTRACT [Insert Sub-Adviser’s Name Here] and Russell Investment Management, LLC

RIM, being duly authorized, hereby appoints and employs Sub-Adviser as a non-discretionary sub-adviser to the Fund(s) of RIC and/or RIF as designated on Exhibit A, on the terms and conditions set forth herein, for those assets of the Fund(s) which RIM, as a fiduciary for Investment Company, determines for Sub-Adviser to advise (those assets being referred to for the Fund(s) individually and collectively as the “Advisory Account”). The Sub-Adviser acknowledges and agrees that RIM maintains sole discretion over the Advisory Account and may determine at any given time that no Fund assets will be advised by Sub-Adviser. This appointment and employment shall not apply to RIC or RIF if Exhibit A designates that this Contract is not applicable to either RIC or RIF.

The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized in this Contract or another writing by RIM or the Investment Company to the Sub-Adviser, have no authority to act for or be deemed an agent of RIM, the Investment Company or the Advisory Account in any way.

Sub-Adviser is hereby employed to recommend to RIM portfolio securities for the Advisory Account by creating a list of recommended investments and weightings for RIM’s consideration in managing the Advisory Account (the “Model Portfolio”). The Model Portfolio will be sent by the Sub-Adviser to RIM in accordance with the Operational Procedures set forth in Exhibit F. The Operational Procedures may be amended by RIM from time to time upon written notice by ▇▇▇. RIM will make all decisions to purchase, hold or sell assets of the Advisory Account, and Sub-Adviser is not authorized to place orders for the execution of securities or other transactions for or on behalf of the Advisory Account. Other than Sub-Adviser’s responsibilities to make the recommendations contained in the Model Portfolio and to deliver the Model Portfolio, and to provide such other information, reports, records or advice expressly described in this Contract, Sub-Adviser has no authority or responsibility to manage the Advisory Account as RIM retains the authority and responsibility to manage the assets of the Advisory Account.

In providing the Model Portfolio, Sub-Adviser shall be subject to and shall comply with:

The Act, the Rules and any other requirement of state or federal laws including the rules, regulations and policy statements approved or issued by the Securities and Exchange Commission (the “SEC”) thereunder and all applicable laws in the jurisdiction where the Sub-Adviser is located or in which the Advisory Account invests, as amended from time to time (collectively, “Relevant Law”),

The Investment Guidelines (as defined in Section 5) of the Model Portfolio furnished pursuant to Section 5,

This Contract,

The investment restrictions, objectives, strategies and policies set forth in the then current prospectus and statement of additional information of the Fund(s), as amended from time to time (the “Disclosure Documents”),

The supervision and control of the Board,

Such specific instructions as the Board or RIM may adopt and communicate to Sub-Adviser, and

Any other instructions from RIM.

Sub-Adviser shall be responsible for the Model Portfolio’s compliance with the Investment Guidelines and the Disclosure Documents at each time that the Model Portfolio is delivered to RIM and shall report to RIM immediately any securities or weightings of securities in the Model Portfolio that may be in violation of the Investment Guidelines or the Disclosure Documents at the

If for any reason which is beyond the control of the Sub-Adviser, including market movements, contributions to or withdrawals from the Advisory Account or a change in the nature of any investment (whether through change in business activity or credit rating), the Advisory Account ceases to comply with the Investment Guidelines or the Disclosure Documents, RIM may request and the Sub-Adviser shall promptly provide a Model Portfolio that remedies the non-compliance.

At RIM’s reasonable request, Sub-Adviser will consult with RIM, with respect to any recommendation made by it with respect to the investments of the Advisory Account.

Sub-Adviser shall not consult with any other sub-adviser to the Investment Company concerning transactions of the Fund in securities or other assets in the Advisory Account advised by Sub-Adviser other than for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Act.

Understanding that the Fund is valued on a daily basis, Sub-Adviser shall provide timely assistance to RIM and/or the Fund’s administrator (together, “RI”) in determining or confirming, consistent with the policies stated in the Fund’s Disclosure Documents, the value of any portfolio securities or other assets in the Advisory Account for which RI seeks assistance from Sub-Adviser or identifies for review by Sub-Adviser. This assistance shall include (but is not limited to):

designating and providing access to one or more employees of Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be made available by Sub-Adviser for consultation with RI upon reasonable advance notice;

assisting RI in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities or other assets held in the Advisory Account (to the extent reasonably practicable);

confirming pricing and/or providing recommendations for fair valuations of securities or other assets where a market value is not readily available or has otherwise been deemed by Sub-Adviser to be not reliable (e.g., “Level 3” assets within the ASC 820 fair value hierarchy);

taking into account the time sensitive nature of the matter, promptly informing RIM of significant developments that in the judgment of Sub-Adviser affect the value of any security or other asset held in the Advisory Account with respect to the aforementioned fair valuation recommendations that have been made by the Sub-Adviser; and

maintaining adequate records and written backup information with respect to the securities valuation assistance provided ▇▇▇▇▇▇▇▇▇, and providing such information to RIM upon request, with such records being deemed Fund records.

Exercise of Voting Rights. Sub-Adviser will not be required to take any action with respect to the voting of proxies solicited by or with respect to the issuers of securities in the Model Portfolio, but will, at the reasonable written request of RIM, provide RIM with its recommendations as to such voting.

Legal Proceedings. Responsibility to initiate, consider or participate in any bankruptcy, class action or other litigation against or involving any issuer of securities held in or formerly held in the Advisory Account or to advise or take any action with respect to any litigation shall remain with RIM, and Sub-Adviser shall not have any responsibility to, and shall not, initiate, consider or participate in any such matters on behalf of RIM or the Advisory Account. However, Sub-Adviser shall reasonably consult with RIM at RIM’s request in this regard.

Sub-Adviser shall:

Maintain, keep current and preserve any records that are required to be maintained under the Investment Advisers Act of 1940, as amended (“Advisers Act”), or any other applicable federal or state law relating to the services it provides hereunder.

Provide, upon request, information which is complete and accurate in all material respects to the extent the necessary information is within the reasonable control of Sub-Adviser, regarding the Model Portfolio and as is necessary to enable RIM to assess the Sub-Adviser and otherwise to comply with Relevant Law.

Keep the Model Portfolio under review and confer with RIM as RIM may reasonably request regarding the Model Portfolio.

Provide RIM with such periodic reports concerning the Model Portfolio as RIM may from time to time reasonably request.

With the consent of RIM, or as required by law upon notice to RIM, give any information and assistance and make available any records relating to the Model Portfolio reasonably required by the auditors of the Fund, or to any other governmental or regulatory authority or as required by law or any court of competent jurisdiction.

Promptly provide to RIM any other information required by Investment Company to fulfill Investment Company’s obligation under its Master Trust Agreement or any Relevant Law and complete returns to regulatory authorities, including taxation authorities, and, if requested by RIM, promptly provide the information required by RIM and/or Investment Company to fulfill its obligations.

Provide access to, and a copy of, the accounts and other records relating to the Model Portfolio whenever reasonably requested by RIM to any person duly authorized by RIM.

Within ten (10) business days of each calendar quarter end, Sub-Adviser’s compliance officer shall complete and deliver a compliance questionnaire to RIM, certifying that no material breaches of any applicable policy or procedures have occurred in relation to the Model Portfolio.

RIM shall maintain on behalf of the Investment Company the records listed in Exhibit B hereto (as amended from time to time).

Sub-Adviser shall not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Contract, or in accordance with (or in the absence of) specific directions or instructions from RIM; provided, however, that such acts or omissions shall not have resulted from Sub-Adviser’s willful misfeasance, bad faith or negligence, violation of the standard of care established by and applicable to Sub-Adviser in its actions under this Contract, or reckless disregard or breach of its duty or of its obligations hereunder. Notwithstanding the foregoing, federal and state securities laws (and ERISA, if applicable) impose liability under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Company and/or RIM may have under federal or state securities laws of the United States of America or under any other applicable law (including ERISA, if applicable).

Sub-Adviser agrees to indemnify RIM, its affiliates, the Investment Company and the Fund against any and all liability, loss, claim, damages, court costs or expenses (including reasonable attorneys’ fees) which any of them may incur or suffer as a result of or in connection with Sub-Adviser’s (or its employees’ or agents’) violation of Relevant Law or Sub-Adviser’s willful misfeasance, bad faith or negligence, violation of the standard of care established by and applicable to Sub-Adviser in its actions under this Contract, or reckless disregard or breach of its duty or of its obligations hereunder. Notwithstanding Section 11(a), to the extent that RIM is found by a court of competent jurisdiction, the SEC or any other regulatory agency to be liable to the Investment Company or any shareholder of the Investment Company (a “liability”) for any acts undertaken by Sub-Adviser or its corporate affiliates pursuant to this Contract, Sub-Adviser shall indemnify RIM and each of its affiliates, officers, directors and employees (each a “RIM Indemnified Party”) from, against, for and in respect of all losses, damages, costs and expenses incurred by the RIM Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such RIM Indemnified Party, in connection with such liability.

RIM agrees to indemnify the Sub-Adviser and its affiliates against any and all liability, loss, claim, damages, court costs or expenses (including reasonable attorneys’ fees) which the Sub-Adviser or its affiliates may incur or suffer as a result of or in connection with RIM’s (or its employees’ or agents’) violation of this Contract or Relevant Law, or RIM’s negligence, willful misfeasance, or reckless disregard in carrying out its duties under this Contract.

Sub-Adviser has been duly appointed by the Investment Company Board to provide investment services to the Advisory Account as contemplated hereby.

RIM will deliver to Sub-Adviser a true and complete copy of the Fund’s current Disclosure Documents and applicable policies and procedures as effective from time to time, such other documents or instruments governing the investments of the Advisory Account, and such other information as is necessary for Sub-Adviser to carry out its obligations under this Contract.

The organization of the Investment Company and the conduct of the business of the Fund(s) and the Advisory Account as contemplated by this Contract, complies, and shall at all times comply, with the requirements imposed upon the Investment Company by Relevant Law.

It has policies and procedures reasonably designed to detect, prevent and respond to cyberattacks, including providing training to its employees with respect to cybersecurity and monitoring compliance with its cybersecurity policies and procedures, and it will promptly notify Sub-Adviser of any cybersecurity breach which may affect Sub-Adviser.

RIM has received Part 2 of Sub-Adviser’s Form ADV on or before its execution of this Contract.

Sub-Adviser is registered as an “investment adviser” under the Advisers Act.

Sub-Adviser has adopted, maintains and enforces a written code of ethics complying with the requirements of Rule 17j-1 under the Act, will provide to RIM a copy of the code of ethics and evidence of its adoption, and will make such reports to RIM as required by Rule 17j-1 under the Act.

In accordance with Rule 206(4)-7 under the Advisers Act, Sub-Adviser has adopted and implemented and will maintain written policies and procedures reasonably designed to prevent violation by Sub-Adviser and its supervised persons (as such term is defined in the Advisers Act) of the Advisers Act and the rules the SEC has adopted under the Advisers Act and to the extent that Sub-Adviser’s activities or services could reasonably be expected to materially affect the Advisory Account, Sub-Adviser has adopted and implemented and will maintain written policies and procedures that are reasonably designed to prevent violation of the “federal securities laws” (as such term is defined in Rule 38a-1) by the Advisory Account. Sub-Adviser will promptly notify RIM upon detection of any material violations of Sub-Adviser’s compliance policies and procedures that relate to its activities or duties hereunder.

If Sub-Adviser is a partnership, Sub-Adviser will notify RIM of any changes in the membership of its partnership within a reasonable time after such change.

It is not currently the subject of, and has not been the subject of during the last three (3) years, any enforcement action by a regulator.

It maintains insurance coverage in an appropriate amount and shall upon request provide to RIM any information it may reasonably require concerning the amount of or scope of such insurance.

It has policies and procedures reasonably designed to detect, prevent and respond to cyberattacks, including providing training to its employees with respect to cybersecurity and monitoring compliance with its cybersecurity policies and procedures, and it will promptly notify RIM of any cybersecurity breach which may affect the Investment Company or Sub-Adviser’s duties under this Contract.

It has a reasonably prudent disaster recovery plan, business continuity plan or similar plan and, in the case of a force majeure event, will use commercially reasonable endeavors to mitigate the effect of any such event, carry out its obligations under this Contract and resume the performance of its obligations as soon as reasonably possible.

The delivery of the Model Portfolio to RIM will not violate the portfolio holdings disclosure policy of any of Sub-Adviser’s other advisory clients, including any other registered investment company.

RIM, and/or its affiliates (collectively “▇▇▇▇▇▇▇ Investment Group”), may use certain identifying information including, but not limited to, trade names, trademarks, service marks, photographs, biographical information and general firm background information (the “Proprietary Materials”) of the Sub-Adviser, in Sales Materials, as defined below, only for the purpose of identifying the Sub-Adviser’s relationship and activities with respect to the Funds. Sub-Adviser shall provide such Proprietary Materials upon ▇▇▇▇▇▇▇ Investment Group’s request. Sales Materials include, but are not limited to, advertisements (such as material published, or designed, for use in a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic media, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints, press releases or excerpts of any other advertisement, sale literature, or published article), and educational or training materials. Sub-Adviser hereby warrants that it has the necessary rights to and does hereby grant to the ▇▇▇▇▇▇▇ Investment Group, a non-exclusive, limited license to use the Proprietary Materials in the manner set forth herein. Sub-Adviser hereby represents that it has the necessary authorization and has secured any appropriate releases from each individual portfolio manager within its firm who acts as a portfolio manager to ▇▇▇▇▇▇▇ Investment Group products to grant the ▇▇▇▇▇▇▇ Investment Group permission to use such manager’s photograph and biographical information as provided herein. Sub-Adviser hereby warrants that to the best of its knowledge the Proprietary Materials and ▇▇▇▇▇▇▇ Investment Group’s use thereof pursuant to this Section 16 do not infringe the intellectual property rights of any third party and Sub-Adviser hereby indemnifies the ▇▇▇▇▇▇▇ Investment Group against any costs, expenses, losses or damages suffered by or payable by the ▇▇▇▇▇▇▇ Investment Group arising out of the breach of this warranty. Sub-Adviser’s grant under this Contract shall extend to Sales Materials distributed by financial intermediaries who have been approved by the ▇▇▇▇▇▇▇ Investment Group to distribute ▇▇▇▇▇▇▇ Investment Group products.

The ▇▇▇▇▇▇▇ Investment Group shall not, by virtue of this Contract, acquire any right, title or interest in or to any of the Proprietary Materials or any associated goodwill of the Sub-Adviser or its affiliates. The ▇▇▇▇▇▇▇ Investment Group shall not take any unauthorized action that could infringe, interfere with or diminish the rights, title or interest in the Proprietary Materials or any associated goodwill of the Sub-Adviser or its affiliates (including but not limited to the use of confusingly similar names or marks in connection with the advertisement, marketing or sale of a good or service). The ▇▇▇▇▇▇▇ Investment Group shall use appropriate symbols and footnotes to protect the status of such Proprietary Materials in accordance with the Sub-Adviser’s reasonable policies adopted from time to time and provided to ▇▇▇▇▇▇▇ Investment Group. Sub-Adviser shall not look to the Investment Company for satisfaction of RIM’s obligations under this Section 16.

Sub-Adviser and its affiliates may issue Sales Materials that solely identify Sub-Adviser as a sub-adviser of the Fund but shall not issue any Sales Materials that provide any other information or make any other representations concerning the Fund (such as a description of the Fund and/or its investment strategies, a description of the Sub-Adviser’s investment strategy with respect to the Advisory Account, or the assets of the Advisory Account) without the prior written consent of ▇▇▇▇▇▇▇ Investment Group.

Termination.

This Contract may be terminated without the payment of any penalty:

At any time by RIM or the Investment Company upon written notice to the Sub-Adviser; and

By Sub-Adviser upon ninety (90) days written notice to RIM.

Termination of this Contract does not affect any:

Claims by Sub-Adviser in respect of accrued management fees and expenses incurred in respect of the period prior to termination; or

Other claims which either party may have against the other.

Promptly after any written notice of any termination of this Contract, Sub-Adviser shall:

Notify RIM of any fees, charges and expenses due Sub-Adviser through the termination date; and

Deliver to RIM (or as RIM directs) copies of all records which may be reasonably required by RIM in respect of the Advisory Account.

The Sub-Adviser shall:

Notify RIM immediately of any instruction given to it pursuant to the terms of this Contract (including the Investment Guidelines) or of any Relevant Law which has not been complied with;

Notify RIM immediately of any event having a significant adverse effect on the financial position of the Model Portfolio, with such particulars as RIM may reasonably require; and

Notify RIM immediately if Sub-Adviser is, or if Sub-Adviser is of the opinion that it may soon be, in breach of any of the representations, warranties or agreements set out in this Contract.

Any notice given under this Contract shall be in writing and shall be sent to the address or email address as set out in Exhibit E or to any other address or email address that either party may specify in writing to the other. A notice shall be deemed to have been delivered:

In the case of delivery in person or by post or by reputable courier service, when delivered, received or left at the party’s address; and

In the case of delivery by email, when sent.

A record of each brokerage order, and all other portfolio purchases and sales, given by RIM or on behalf of the Investment Company for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

The name of the broker,

The terms and conditions of the order, and of any modification or cancellation thereof,

The time of entry or cancellation,

The price at which executed,

The time of receipt of report of execution, and

The name of the person who placed the order on behalf of the Investment Company (1940 Act Rule, 31a-1(b)(5) and (6)).

A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of portfolio securities to brokers or dealers, and the division of brokerage commissions or other compensation on such purchase and sale orders. The record:

Shall include the consideration given to:

The sale of shares of the Investment Company.

The supplying of services or benefits by brokers or dealers to:

The Investment Company,

The Investment Management Company,

Yourself (i.e., RIM), and

Any person other than the foregoing.

Any other considerations other than the technical qualifications of the brokers and dealers as such.

Shall show the nature of the services or benefits made available.

▇▇▇▇▇ describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

The identities of the persons responsible for making the determination of such allocation and such division of brokerage commissions or other compensation (1940 Act, Rule 31a-1(b)(9)).

A record in the form of an appropriate memorandum identifying the person or persons, committees, or groups authorizing the purchase or sale of portfolio securities. Where an authorization is made by a committee or group, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record any memorandum, recommendation, or instruction supporting or authorizing the purchase or sale of portfolio securities (1940 Act, Rule 31a-1(b)(10)) and such other information as is appropriate to support the authorization.**

Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Investment Advisers Act of 1940, to the extent such records are necessary or appropriate to record RIM’s transactions on behalf of the Investment Company (1940 Act, Rule 31a-1(f)).

Maintained as property of the Investment Company pursuant to 1940 Act Rule 31a-3(a).

Such information might include: the current Form 10-K, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold), and any internal reports or portfolio manager reviews.

Execution and Termination of Non-Discretionary Investment Management Contract and Amendments:

Amending Investment Guidelines to Non-Discretionary Investment Management Contract:

Execution of Non-Discretionary Investment Advisory Contract and Amendments and Acknowledgement of Termination:

Acknowledgement of Receipt of Amended Investment Guidelines to Non-Discretionary Investment Advisory Contract:

RIM

Attention:

General Counsel

Address:

▇▇▇▇ ▇^▇▇ ▇▇▇., ▇▇^▇▇ ▇▇▇▇▇

Seattle, WA 98101

Email:

▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Sub-Adviser

Attention:

Address:

Email:

Sedol (7 digit) - preferred security identifier

If Sedol is not provided, provide one of the following identifiers:

Currency

Weights of securities included in the Model Portfolio