INVESTMENT SUB-ADVISORY AGREEMENT

between

J. P. MORGAN PRIVATE INVESTMENTS INC.

and

RUSSELL INVESTMENTS IMPLEMENTATION SERVICES, LLC

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of the October 5, 2018 between J.P. Morgan Private Investments Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Delaware, and Russell Investments Implementation Services, LLC (“Subadviser”), a limited liability company organized and existing under the laws of the State of Washington.

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as of June 22, 2018 (the “Advisory Agreement”) with Six Circles Trust, a Delaware statutory trust (the “Trust”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is and will continue to be a series trust having one or more investment funds, each with its own assets, investment objectives, policies and restrictions (each a “Fund” and collectively, the “Funds”); and

WHEREAS, the Subadviser is engaged in the business of rendering investment and transition management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, (the “Advisers Act”); and

WHEREAS, the Adviser represents that the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement to other investment advisers subject to the requirements of the 1940 Act; and

WHEREAS, the Adviser desires to retain the Subadviser, in connection with the Funds listed on Appendix A, in the provision of interim investment programs for that portion of the assets of the Fund which the Adviser may from time to time allocate to the Subadviser in accordance with the terms of this Agreement (the “Subadviser Assets”) and the Subadviser is willing to furnish such services (the “Investment Program”);

NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the parties hereto agree as follows:

1. Appointment. The Adviser hereby retains the Subadviser to act as investment adviser for and to manage on a discretionary basis the Subadviser Assets for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. Each party hereto agrees that the provision of services and the rights and obligations of the Adviser and Subadviser under this Agreement, including the compensation terms herein provided, will not be in effect with respect to the Subadviser Assets until the relevant Start Date specified in the relevant Interim Subadvisory Notice delivered by the Adviser to Subadviser pursuant to the Implementation Services Agreement dated October 5, 2018 between the Adviser, on

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behalf of the Funds, and the Subadviser. The Subadviser acknowledges and agrees that (i) the Adviser makes no commitment to allocate any maximum or minimum portion of the Fund’s assets to the Subadviser as the Subadviser Assets, (ii) at any time, upon written notice to the Subadviser, the Adviser may allocate all, none or any portion of the Fund’s assets to the Subadviser, (iii) the Adviser may reallocate any portion or all of the Subadviser Assets (a) to any other subadviser unaffiliated with the Adviser upon written notice to the Subadviser or (b) to itself or a subadviser affiliated with the Adviser upon 61 days’ written notice to the Subadviser (or such shorter period as may be agreed by the Subadviser after receipt of such notice) and (iv) subject to written notice to the Subadviser, and, as applicable, the written notice set forth in clause (iii)(b) of this paragraph 1, the Adviser retains authority to immediately assume direct responsibility for any function delegated to the Subadviser under this Agreement.

2. Duties of the Subadviser

A. Investment Subadvisory Services. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Adviser, the Subadviser shall manage the investments of the Subadviser Assets in accordance with (i) the Fund’s investment objective, policies, and restrictions as provided in the Trust’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), (ii) the portfolio guidelines agreed from time to time in writing by the Adviser and the Subadviser (the “Guidelines”), (iii) except as specifically set forth in the Guidelines, the requirements applicable to registered investment companies under applicable laws (including the 1940 Act) and (iv) such other limitations as the Adviser may institute in writing and provide to Subadviser within a reasonable time prior to implementation to provide the Subadviser with the opportunity to raise any issues that could affect implementation. For the avoidance of doubt, the Subadviser agrees that it will manage the Subadviser Assets in accordance with the investment limitations and other restrictions under the 1940 Act as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act. The Subadviser further agrees to manage the investments of the Subadviser Assets in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as if the Subadviser Assets constituted a separate investment company registered under the 1940 Act, except as otherwise specifically set forth in the Guidelines. Without limiting the preceding obligations of the Subadviser, if the Adviser notifies the Subadviser that the Adviser has determined, in its sole discretion, that the Subadviser Assets are not in compliance with any of the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code, the Subadviser will promptly take action to bring the Subadviser Assets back into compliance; provided, however, the Subadviser’s action shall not, in and of itself, constitute an admission by the Subadviser that the Subadviser Assets are not in compliance with the Trust’s Declaration of Trust, By-Laws, Prospectus, Guidelines, the 1940 Act or the Code. The Subadviser shall (a) make investment decisions for the Subadviser Assets and select securities for purchase or sale with respect to the Subadviser assets; and (b) place purchase and sale orders for portfolio transactions for the Subadviser Assets. In providing these services, the Subadviser will conduct a program of investment, evaluation and, if appropriate, sale and reinvestment of the Subadviser Assets, including the amount to be held uninvested as cash or in cash equivalents selected by the Subadviser.

The Adviser shall make available to or furnish the Subadviser with copies of the Trust’s Prospectus and Statement of Additional Information, Declaration of Trust, Bylaws, Advisory Agreement, the Guidelines and any other applicable limitations or guidelines with regards to the Subadviser Assets, and any amendments thereto. Upon notification by the Adviser of any such amendment, the Subadviser shall as promptly as reasonably practicable commence action if necessary to bring the Subadviser Assets into compliance by the effective date of such amendment.

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The Subadviser shall have authority to instruct the Fund’s custodian (the “Custodian”) to: (i) pay cash for securities and other property delivered to the Custodian for the Subadviser Assets, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold in the Subadviser Assets, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Subadviser Assets with respect to any investments made pursuant to the Prospectus.

Subject to Section 2D (Brokerage) below, the Subadviser is authorized with respect to the Subadviser Assets to enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) and take any other actions required to make investments pursuant to the Prospectus, which shall include any market and/or industry standard documentation and the standard representations contained therein.

B. Subadviser Undertakings. In all matters relating to the performance of this Agreement, the Subadviser shall act in conformity with (a) the Trust’s Prospectus, Declaration of Trust, Bylaws, written policies and procedures of the Fund adopted by the Board, (b) the Guidelines, (c) any other written limitations instituted by the Adviser and agreed to by the Subadviser with regard to the Subadviser Assets, and (d) any written instructions and directions of the Board or the Adviser (so long as (x) none of the foregoing would cause the Subadviser to violate applicable law or regulation and (y) the Subadviser is provided a reasonable period of time to comply with the foregoing). The Subadviser hereby agrees to:

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C. Expenses. The Subadviser will bear all of its expenses, including, without limitation, Subadviser’s insurance premiums and deductibles, in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of the Fund will be borne by the Trust, except to the extent specifically assumed by the Subadviser as set forth herein or otherwise. The expenses to be borne by the Trust may include, without limitation, the following: organizational costs, taxes, interest, brokerage fees and commissions, Trustees’ fees, Securities and Exchange Commission (the “SEC”) fees and state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents’ fees, insurance premiums and deductibles, industry association fees, outside auditing and fund-related legal expenses, costs of independent pricing services, costs of maintaining existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders’ reports and meetings, and any extraordinary expenses. Notwithstanding the foregoing, the Subadviser shall be responsible for the Trust’s reasonable costs associated with the preparation, printing, filing and mailing of any information statements, supplements and/or other disclosure materials that are reasonably determined by the Adviser to be for the primary benefit of, or otherwise occur as a result of any event occurring with respect to, the Subadviser (excluding the engagement or termination of the Subadviser).

D. Brokerage. Except as otherwise agreed with the Adviser herein or otherwise, the Subadviser has full discretion and authority (in the capacity of agent for each Fund, with respect to Subadvisor Assets), to the extent required or permitted by applicable law, and further subject to the additional terms, policies, objectives and restrictions set forth in this Agreement, to do any or all of the following:

(a) if the Adviser has executed a power of attorney authorizing Subadviser to act as agent to the Funds, to establish accounts for futures and cleared derivatives trading in the name of each Fund with one or more futures commission merchants (each, an “FCM”);

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(b) to establish accounts and engage in uncleared over-the-counter (“OTC”) derivatives transactions with one or more counterparties (each, a “Designated Counterparty”);

(c) to establish accounts to effect securities and foreign currency transactions in the name of each Fund with one or more brokers (each, a “Designated Broker”);

(d) to provide financial and other information regarding the Funds as the FCM, Designated Counterparties and/or Designated Brokers may reasonably request;

(e) to exercise full discretionary authority over such accounts;

(f) with respect to the above transactions (i) to obtain from the Fund or its Custodian (or direct the Fund to provide) initial, variation, maintenance and other required margin in the form of moneys, securities or otherwise (“Collateral”); (ii) to execute Collateral transactions; and (iii) to instruct the transfer of assets to and from accounts of the Fund with trustees or custodians identified by the Adviser; and

(g) to purchase, sell or otherwise transfer securities held in the account of Subadviser Assets.

In connection with these transactions, the Subadviser may (i) negotiate, execute, deliver and amend on behalf of each Fund, as its agent and attorney-in-fact, any agreements or instruments the Subadviser considers necessary or desirable in connection with the services performed by it under this Agreement; and (ii) deliver to the FCM, Designated Brokers, and Designated Counterparties, on the behalf of each Fund, those usual and customary representations, warranties and covenants, including but not limited to certain tax representations, along with such financial information regarding the Fund as such FCMs, Designated Brokers, and Designated Counterparties may reasonably request. These agreements may include, without limitation, standard customer agreements, brokerage agreements, international swaps and derivatives agreements (including any schedules, credit support annexes, confirmations and related documents), foreign currency agreements, clearing agreements, account documentation, futures and options agreements, and any other agreements, documents or instruments (collectively referred to as, “Trading Documentation”) the Subadviser believes are appropriate or desirable in performing its duties under this Agreement. The Adviser acknowledges, on behalf of each Fund, that the FCM, Designated Brokers, and Designated Counterparties will rely on these representations, warranties and covenants in entering into these transactions and the Trading Documentation. Upon the written request of the Adviser, the Subadviser will provide copies of Trading Documentation for the Adviser’s review.

Other than upon prior written approval by the Adviser, Subadviser will not engage in any transactions with respect to the Subadviser Assets with any affiliate of the Adviser. Subadviser will provide to Adviser a written list of its affiliates and will, from time to time, update such list as necessary. Adviser has provided to Subadviser a written list of affiliated brokers and dealers of the Adviser and will, from time to time, update and deliver such list as necessary.

The Subadviser will be responsible for managing any collateral and margin requirements associated with investments made for the Subadviser Assets and will perform in-house reconciliation procedures on such accounts and provide information regarding such reconciliations to the Adviser upon reasonable request. The Subadviser shall notify the Custodian and the relevant counterparty of any significant

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discrepancies in the collateral requirements or daily collateral management activity promptly of the Subadviser becoming aware of a discrepancy and shall work to resolve any discrepancies in the collateral requirements or daily collateral management activity promptly after the time as of which the Subadviser becomes aware of such discrepancy. In selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets, it shall be the policy of the Subadviser to seek to obtain best execution and the Subadviser agrees to act in conformance with its best execution policies and procedures. Subadviser shall provide updates of such best execution policies and procedures to the Adviser and the Fund upon the implementation of any material changes made thereto. In assessing best execution, the Subadviser will consider factors it deems relevant, which may include, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating best execution, the Subadviser is authorized to consider the brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended) provided to the Fund and/or other accounts over which the Subadviser exercises investment discretion.

E. Aggregation of Orders. Subject to the Subadviser’s obligations to seek to obtain best execution in selecting brokers or dealers to execute transactions on behalf of the Subadviser Assets as set forth in Section 2D (Brokerage), the Subadviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate orders. In such event, allocation of the orders, as well as the expenses incurred in the transaction, will be made by the Subadviser in a fair and equitable manner and consistent with the Subadviser’s fiduciary obligations to the Fund and to its other clients and in a manner consistent with the Subadviser’s allocation policies and procedures. Subadviser shall provide updates of its policies and procedures concerning allocations of orders to the Adviser and the Fund upon the implementation of any material changes made thereto. The Adviser recognizes that, in some cases, the Subadviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Subadviser Assets.

F. Books and Records. The Subadviser shall maintain separate records as are required by applicable laws and regulations applicable to the Subadviser, including, without limitation, Rule 31a-3 under the 1940 Act, of all matters hereunder pertaining to the Subadviser Assets (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Subadviser hereby agrees that the Fund’s Records are the property of the Trust and further agrees to provide promptly to the Trust copies of any of such records upon the Fund’s or the Adviser’s request, provided, however, that Subadviser may retain copies of any such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule. Notwithstanding the foregoing, Subadviser has no responsibility for the maintenance of the records of the Fund, except for those related to the Subadviser Assets that are required to be maintained by the Subadviser under applicable requirements of the 1940 Act.

G. Subadviser Compliance Responsibilities. The Subadviser and the Adviser acknowledge that the Subadviser is not the compliance agent for the Fund, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. However, to the extent that the Subadviser has agreed to perform the services specified in this Agreement, the Subadviser shall perform (i) compliance monitoring designed to ensure compliance as set forth in Section 2A and (ii) periodic compliance testing with respect to the Subadviser Assets as it deems appropriate, based upon information in its possession or upon information and reasonable written instructions received from the Adviser or the

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Trust’s Administrator. The Adviser or the Administrator shall promptly provide the Subadviser with complete and accurate copies of the Trust’s Declaration of Trust, By-Laws, current Prospectus, the Guidelines and any written policies or procedures adopted by the Board and currently in effect applicable to the Subadviser Assets, and shall use commercially reasonable efforts to provide the Subadviser with any amendments or revisions thereto in advance of such adoptions, amendments or revisions taking effect. Subadviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence Subadviser’s compliance with such Prospectus, policies or procedures.

H. Proxy Voting. The Subadviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Fund’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of any voting securities in the Subadviser Assets. The Subadviser may use recommendations from a third party in order to make voting decisions and may use a third party service provider to perform the voting (a “Third Party Proxy Voting Service Provider”). The Custodian shall cause to be forwarded to the Subadviser or Third Party Proxy Voting Service Provider all proxy solicitation materials that the Fund or its representatives may receive. Neither the Subadviser nor the Third Party Proxy Voting Service Provider shall be responsible for voting any securities in the Subadviser Assets if it does not receive all proxy solicitation materials relating to such matter from the Custodian in a timely manner. The Subadviser agrees that it has adopted written proxy voting procedures that comply with the requirements of the 1940 Act and the Advisers Act. The Subadviser further agrees that it will provide the Board as the Board may reasonably request, with a written report of the proxies voted during the most recent 12-month period or such other period as the Board may designate, in a format reasonably requested by the Board. Upon reasonable request, Subadviser shall provide the Adviser or the Administrator with all proxy voting records relating to the Subadviser Assets, including but not limited to those required by Form N-PX. The Subadviser will also provide an annual certification, in a form reasonably acceptable to Adviser, attesting to the accuracy and completeness of such proxy voting records. For the avoidance of doubt, the Subadviser has sole and full discretion to vote (or not to vote) any securities constituting the Subadviser Assets and the Adviser will not, directly or indirectly, attempt to influence the Subadviser’s voting decisions.

I. Use of Names. The Subadviser shall not use the name, logo, insignia, or other identifying mark of the Trust, the Fund or the Adviser or any of their affiliates or any derivative or logo or trade or service mark thereof, or disclose information related to the business of the Adviser or any of its affiliates in material relating to the Subadviser in any manner not approved in writing prior thereto by the Adviser; provided, however, that during the term of this Agreement, the Subadviser may use the Adviser’s or the Trust’s name and that of their affiliates which merely refer in accurate terms to the appointment of the Subadviser hereunder or which are required by the SEC, a state securities commission, law, regulation, court order or other similar request or demand or as otherwise permitted pursuant to this Agreement. For so long as the Fund remains in existence and the Subadviser is providing the services set forth herein, the Adviser and the Fund shall have a royalty-free license to use the name of the Subadviser, including any short-form of such name, or any combination or derivation thereof, limited for the purpose of identifying the Subadviser as a subadviser to the Fund only in the form, style and type prescribed by the Subadviser. The Subadviser acknowledges and agrees that the Adviser, the Fund and the Fund’s distributor will use such names in communications about the Fund to current and prospective investors in accordance with all applicable laws, rules and regulations, together with other general information regarding the Subadviser and its affiliates, including, without limitation, a general description of the investment program of the Subadviser with respect to the Subadviser Assets. The Adviser and the Fund shall cease to use the name of the Subadviser in any newly printed materials (except as may be reasonably necessary to comply with applicable law or as required in connection with the Trust’s standard reporting) promptly upon termination of this Agreement. Other than materials which contain only the name or appointment of the Subadviser or language that is identical to previously-approved language from the current Fund

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Prospectus or Statement of Additional Information, all sales and other marketing and communications materials referring to or containing information regarding the Subadviser shall be subject to the review and approval of the Subadviser, which approval shall not be unreasonably withheld, and the Subadviser agrees to use commercially reasonable efforts to review all such material promptly, but no later than ten business days of their receipt thereof.

J. Other Subadvisers. With respect to any Fund, (i) without the prior written consent of the Adviser, the Subadviser will not consult with any other subadviser to that Fund (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Fund in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the Subadviser is responsible only for providing advice and the other services set forth herein with respect to the Subadviser Assets. Pursuant to Rule 17a-10 of the 1940 Act, the Adviser agrees that it will include a provision substantially similar to this Section 2J in each other subadvisory agreement relating to the Fund.

K. Portfolio Holdings. The Subadviser will not disclose, in any manner whatsoever, any list of securities held by the Fund or a list of Subadviser Assets, other than (i) in accordance with the Fund’s portfolio holdings disclosure policy, (ii) to third party service providers that reasonably require such information to perform services with respect to the Subadviser Assets so long as such third party service providers are subject to confidentiality restrictions and covenants, (iii) as otherwise directed in writing by the Adviser or (iv) as required by applicable law, regulation, court order or in response to a request or demand from a duly constituted regulatory or judicial authority (including in connection with Section 15 of the 1940 Act); provided that the Subadviser shall notify the Adviser of the disclosure to the extent the Subadviser is legally permitted to do so. The foregoing shall not prohibit the Subadviser’s disclosure of portfolio securities and instruments held by any of its other client accounts or investment funds which pursue similar strategies to the Fund.

L. Business Continuity. The Subadviser has established and will keep in effect a “disaster recovery” preparedness plan that sets forth procedures for recovery of critical business functions at minimum operating levels and is designed so that it can be implemented within a 24-hour time period. The Subadviser shall notify the Adviser, as soon as practicable by telephone, electronic mail or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event pertaining to Subadviser Assets requiring the Subadviser to implement any procedures under such plan.

M. Cybersecurity . The Subadviser has established and will keep in effect policies and procedures reasonably designed to detect and prevent cybersecurity breaches, including without limitation, malware, viruses, and other unauthorized access to information and information systems maintained by the Subadviser. The Subadviser shall notify the Adviser, by telephone, electronic mail or such other method of prompt communication as may be available under the circumstances, of the occurrence of any event that results in any unauthorized access to or modification of, loss or misuse of, or impairment of the integrity or availability of, information pertaining to Subadviser Assets or information systems maintained by the Subadviser that has affected the Subadviser’s performance under this Agreement, as soon as practicable after becoming aware of such occurrence.

N. Subadviser Rights to Performance Record. Notwithstanding anything else to the contrary herein, the Subadviser shall retain a right to use the investment performance and track record of the Subadviser Assets (including in marketing) to the extent permitted by law, provided that the name of the

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Fund and the Trust is not specifically identified without the prior written approval of the Trust. Further, for the avoidance of doubt, the Subadviser shall be entitled to retain and use records of each of its transactions and other records pertaining to the Subadviser Assets and the Fund as are necessary to support any such uses of the investment performance and track record.

O. Subadviser Trade Errors and Breaches. The Subadviser shall notify the Adviser as promptly as reasonably practicable upon detection of (i) any trade error; or (ii) any breach of Guidelines or breach of other applicable limitations or requirements (a “Breach”) in connection with its management of the Subadviser Assets and in no event shall notice be delivered later than one business day after all appropriate control functions of the Subadviser have reviewed and agreed that any such trade error or Breach has occurred, and the Subadviser shall use commercially reasonable efforts to commence action to correct any trade error or Breach following a determination by the Subadviser that a trade error or Breach has occurred. Trade error may include, but not be limited to (i) the purchase or sale of the wrong securities; (ii) the purchase or sale of a security not in accordance with Adviser’s instructions; or (iii) a purchase of a security when the intent was to sell, or vice versa. In the event of a trade error or Breach (and not resulting from inaccurate data provided by the Adviser, the Fund or any of their agents, including the Custodian), the Subadviser shall provide a memorandum to the Adviser describing the trade error or Breach and the action, if any, to be taken to prevent future occurrences of such trade error or Breach or, alternatively, if applicable, a statement that the Subadviser has reviewed its existing controls, found them reasonably designed to prevent additional trade errors or Breaches in the future and has determined that no further action is required. Notwithstanding the Subadviser’s assessment of its internal controls or any other provision of this Agreement including Sections 4 and 5, all trade errors or Breaches impacting the Fund must be remediated by the Subadviser to the satisfaction of the Adviser, which, for the avoidance of doubt, may include reimbursement from the Subadviser to the Fund of all losses, if any, incurred by the Trust as direct result of the trade error or Breach; provided that such trade error or Breach did not result from inaccurate data provided by the Adviser, the Fund or any of their agents, including the Custodian. In addition, if requested, the Subadviser shall provide the Adviser and the Trust, or their agents, with reasonable access to all documents and information within its possession or control related to any trade error or Breach, its calculations and correction that the Subadviser deems necessary and relevant to evaluating the Breach.

3. Compensation of Subadviser. The Adviser will pay the Subadviser, with respect to each Fund on Appendix A attached hereto, the compensation specified in Appendix A. Further, the Subadviser agrees to the representations regarding the fee structure specified in Appendix A. In the case of termination of this Agreement with respect to the Fund during any calendar month, the fee with respect to the Subadviser Assets accrued to, but excluding, the date of termination (as of the open of business) shall be paid promptly following such termination.

4. Standard of Care. The Subadviser shall exercise its best judgment in rendering its services described in this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, or as otherwise provided in Section 2O above and Section 5 below, the Subadviser shall not be liable for (i) any error of judgment or mistake of law, (ii) acting in good faith reliance on data or instructions from the Adviser, the Funds or any of their agents, including the Custodian, (iii) any act or omission of any other current or former investment sub-adviser of the Funds or any other person authorized to invest assets of the Funds, (iv) any act, omission or insolvency of any FCM, Designated Counterparty or Designated Broker selected by the Subadviser in accordance with this Agreement, except to the extent the Sub-Adviser breaches its duty of care in selecting or monitoring such FCM, Designated Counterparty or Designated Broker, or (v) for any losses, damages, costs, claims, liabilities, judgments, fines, settlements and expenses (including reasonable attorney fees) (collectively, “Losses”) suffered by the Fund or the Adviser in connection with the matters to which this Agreement

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relates, except in each case a loss resulting from Subadviser’s willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder, or from reckless disregard by it of its obligations and duties under this Agreement or from its material breach of this Agreement. It is acknowledged and agreed that any trade error that results in a gain to the Fund shall inure to the benefit of the Fund.

5. Indemnification.

A. The Adviser will indemnify the Subadviser, its affiliates, controlling persons, directors, officers and employees (collectively, the “Subadviser Indemnified Parties”) against, and hold such Subadviser Indemnified Parties harmless from, all Losses arising out of or based upon (i) any material violation of the Adviser’s duties under applicable securities law, or the Adviser’s negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement; or (ii) any material misstatement or omission of a material fact in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the SEC, in any advertisement or sales literature with respect to the Adviser or the Funds, in any communication by its authorized persons to current or prospective investors, or in any other communication by the Adviser’s, the Trust’s or the Funds’ authorized persons with respect to the Funds or the Subadviser, unless and to the extent such material misstatement or omission was made in reliance upon, and is consistent with, information furnished in writing to the Adviser by the Subadviser; provided, however, that in no case is the Adviser’s indemnity in favor of any Subadviser Indemnified Parties deemed to protect any Subadviser Indemnified Party against any liability to which any such person would otherwise be subject by reason of negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement.

B. The Subadviser will indemnify the Adviser, the Trust and each of their respective affiliates, controlling persons, directors, trustees, officers and employees (collectively, the “Adviser Indemnified Parties”) against, and hold such Adviser Indemnified Parties harmless from, all Losses arising out of or based upon (i) any material violation of the Subadviser’s duties under applicable securities law, or its negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement; or (ii) any material misstatement or omission of a material fact in information regarding the Subadviser furnished in writing to the Adviser by the Subadviser’s authorized persons for use in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the SEC, in any advertisement or sales literature, in any communication to current or prospective investors, or in any other communication by the Subadviser’s authorized persons with respect to the Funds or the Adviser; provided, however, that in no case is the Subadviser’s indemnity in favor of any Adviser Indemnified Parties deemed to protect any Adviser Indemnified Party against any liability to which any such person would otherwise be subject by reason of negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement.

C. Neither party will be liable to the other for losses caused directly or indirectly by circumstances beyond the other party’s reasonable control, including but not limited to government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, threatened or actual terrorist activity, national emergencies, labor difficulties, fires, earthquakes, floods or other catastrophes, acts of God, wars, riots, widespread computer viruses or failures of communication systems or power supply, provided that the party followed a reasonable business continuity program.

6. Non-Exclusivity. The services of the Subadviser to the Adviser with respect to the Subadviser Assets are not to be deemed to be exclusive, and the Subadviser and its affiliates shall be free to render any investment advisory or any other services to others whether similar or dissimilar in nature to the

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services hereunder (including other investment companies) and to engage in any other activities. It is understood and agreed that the directors, officers, and employees of the Subadviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation, including other investment companies.

The Adviser acknowledges that the Subadviser now acts and from time to time hereafter may act as investment adviser or sub-investment adviser to one or more private funds, investment companies and fiduciary or other managed accounts (collectively, the “accounts”), and the Adviser has no objection to the Subadviser so acting. The Adviser acknowledges that while the Subadviser Assets and other accounts may invest in the same type of securities, the Subadviser may give advice or exercise investment responsibility and take such other action with respect to such other accounts which may differ from advice given or the timing or nature of action taken with respect to the Subadviser Assets.

In addition, it is understood that the persons employed by the Subadviser to assist in the performance of the Subadviser’s duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict the Subadviser’s right or the right of any of the Subadviser’s affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

The Subadviser shall, for all purposes hereof, be an independent contractor and, except as expressly provided hereunder, the Subadviser shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.

7. Maintenance of Insurance. During the term of the Agreement and for a period of one year after the termination hereof, Subadviser will be covered by errors and omissions insurance, fidelity bond coverage and commercial general liability insurance coverage maintained by the Subadviser or any of its affiliates each in a commercially reasonable amount based upon the amount of assets managed by the Subadviser and industry standards. Subadviser shall upon reasonable request provide to the Adviser any information it may reasonably require concerning the amount of or scope of the insurance.

8. Confidentiality. Each party to this Agreement shall keep confidential any nonpublic information concerning the other party and will not use or disclose such information for any purpose other than to a limited number of employees, attorneys, accountants, affiliates and other advisers (collectively, “Representatives”) for which such disclosure is necessary for the performance of its responsibilities and duties hereunder. Notwithstanding the foregoing, Subadviser may disclose nonpublic information (i) to those vendors, FCMs, Designated Brokers and Designated Counterparties, who need to know such information in order to perform services contemplated by this Agreement and who act in accordance with these confidentiality obligations; and (ii) as required by applicable law, regulation, court order or subpoena. Nonpublic information shall not include information a party to this Agreement can clearly establish was (a) known to such party prior to disclosure to such party by the other party or its representatives and not otherwise subject to a separate confidentiality obligation (b) rightfully acquired by the party from third parties whom the party reasonably believes after due inquiry are not under an obligation of confidentiality to the other party to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information. Neither party shall use the information provided by the other party to trade for their own account or, without the other party’s consent, for the account of any other person (other than the Fund). Nothing in this Section 8 will be deemed to prevent a party from disclosing information concerning the other party to the extent required to comply with any applicable law, regulation or regulatory filing or in response to a request from a duly constituted regulatory or judicial authority.

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9. Term of Agreement. This Agreement shall become effective as of the date of its execution and shall continue in effect for a period of two years from the date of execution. Thereafter, this Agreement shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a “majority” (as defined in the 1940 Act) of the Fund’s outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not “interested persons” (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable at any time (including during the initial two year term), without penalty, (i) on 61 days’ written notice by the Adviser, or (ii) on 60 days’ written notice by the Board, by vote of holders of a majority of the Fund’s shares or by the Subadviser, and will terminate five business days after the Subadviser receives written notice of the termination of the Advisory Agreement between the Trust and the Adviser. This Agreement also will terminate automatically in the event of its Assignment (as defined in the 1940 Act).

10. Representations of Subadviser. The Subadviser represents, warrants, and agrees on each day during the term of this Agreement as follows:

A. The Subadviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) meets, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iii) has all necessary federal and state governmental, regulatory and commodity exchange licenses and approvals required to conduct its business as contemplated hereby; (iv) is and will continue to be operated in compliance in all material respects with all applicable laws, rules, and regulations; (v) has in effect all filings and registrations with federal and state governmental and regulatory agencies required to conduct its business and to act as described herein or required to perform its obligations hereunder (including, by way of example only but without limitation, to the extent required, registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity trading advisor under the Commodity Exchange Act, as amended (the “CEA”) and membership with the National Futures Association (the “NFA”)), and the performance of such obligations will not materially violate or result in a material breach of any provision of the Subadviser’s certificate of formation or limited liability company agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; (vii) will promptly notify the Adviser of the occurrence of any event that would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and (viii) will manage the Subadviser Assets in a manner consistent with the Subadviser’s code of ethics (the “Code of Ethics”) and its compliance policies and procedures.

B. The Subadviser has adopted a written Code of Ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Adviser and the Trust with a copy of such code of ethics. On a quarterly basis upon written request of the Adviser, the Subadviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Adviser that the Subadviser and its Access Persons have complied with the Subadviser’s Code of Ethics with respect to the Subadviser Assets and (ii) identifying any material violations of the Subadviser’s Code of Ethics which have occurred with respect to the Subadviser Assets. Upon the reasonable request of the Adviser, the Subadviser shall permit the Adviser, its employees or its agents to examine the reports required to be made by the Subadviser pursuant to Rule 17j-1.

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C. The Subadviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of the federal securities laws by the Subadviser, its employees, officers and agents. Upon reasonable request, the Subadviser shall provide the Adviser with access to the records relating to such policies and procedures as they relate to the Subadviser Assets. The Subadviser will also provide, at the reasonable request of the Adviser, periodic certifications, in a form reasonably acceptable to the Adviser, attesting to such written policies and procedures. In addition, on an annual basis, the Subadviser will provide the Adviser with a summary of their annual review of its policies and procedures as required by Rule 206(4)-7 of the Advisers Act.

D. The Subadviser has provided the Adviser and the Trust with a copy of its Form ADV Part 2 as most recently filed with the SEC and hereafter will provide a copy of its annual amendment to the Adviser. The Adviser acknowledges receipt of the Subadviser’s Form ADV more than 48 hours prior to the execution of this Agreement.

E. The written information provided by the Subadviser to the Adviser, the Fund and/or the Trust for use in (i) the Fund’s Prospectus, registration statement or proxy materials (the “Offering Materials”) and/or (ii) advertisements or sales literature or in communications with the Board, governmental or self-regulatory authorities or reports filed with the SEC (only when considered together with the other information included in the Offering Materials) does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect.

F. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Subadviser is bound or any order, rule, statue or regulation applicable to the Subadviser of any court or any governmental body or administrative agency having jurisdiction over the Subadviser, including, without limitation the 1940 Act or the Advisers Act.

G. The Subadviser is not in default of any material obligation to which it is bound or agreement to which it is a party, nor is the Subadviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Subadviser or is reasonably likely to have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement.

H. Other than as may have been disclosed in writing to the Adviser, there is not pending, or to the best of the Subadviser’s knowledge threatened, any action, suit or proceeding before or by any court or other governmental body to which the Subadviser is a party, or to which any of the assets of the Subadviser are subject, which would reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Adviser, the Subadviser has not received any notice of an investigation or warning letter from any regulatory organization, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Subadviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement.

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I. This Agreement has been duly and validly authorized, executed and delivered by the Subadviser and constitutes a legal, valid and binding agreement of the Subadviser enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency laws and principals and doctrines of equity.

J. The Subadviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Subadviser’s ability to perform its obligations under this Agreement. The Subadviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business.

K . Except as otherwise agreed by the Adviser, the Subadviser will manage the investments of the Subadviser Assets in accordance with the exemption provided in CFTC Rule 4.5.

L . The Subadviser has policies and procedures reasonably designed to ensure compliance with all applicable laws, rules and regulations, including without limitation, economic sanctions programs (“Sanctions”), such as those administered or promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the European Union, and the United Nations Security Council; and neither the execution or delivery of this Agreement by the Subadviser nor any action taken in its performance of its obligations hereunder shall cause the Trust or the Adviser to be in violation of Sanctions.

If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Subadviser no longer true and accurate in any material respect, the Subadviser shall notify the Adviser as soon as is reasonably practicable, except as prohibited by applicable law.

11. Representations of Adviser. The Adviser represents, warrants, and agrees, as of the date hereof, as follows:

A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; and (ii) has the authority to enter into and perform the services contemplated by this Agreement.

B. The Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement.

C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business.

D. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Adviser is bound or any order, rule, statue or regulation applicable to the Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser including, without limitation the 1940 Act or the Advisers Act.

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E. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of the 1940 Act.

F. The Adviser is not in default of any material obligation to which it is bound or agreement to which it is a party, nor is the Adviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Adviser or is reasonably likely to have a material adverse effect on the Adviser’s ability to carry out its obligations under this Agreement.

G . Each Fund is an “eligible contract participant” as defined in the CEA and a “United States person” within the meaning of Section 7701(a)(30) of the Code.

If at any time, any event shall occur which would make any of the foregoing representations and warranties of the Adviser no longer true and accurate in any material respect, the Adviser shall notify the Subadviser as soon as is reasonably practicable, except as prohibited by applicable law.

12. Provision of Certain Information by Subadviser.

A. The Subadviser will promptly notify the Adviser, as permitted by applicable law, (1) in the event the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Subadviser or any of its affiliates; (ii) placed limitations upon its (or any affiliate’s) activities, functions or operations which may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; (iii) suspended or revoked its (or any affiliate’s) registration, if any, as an investment adviser; or (iv) has commenced proceedings or a formal investigation that may reasonably be expected to have a material adverse effect on the Subadviser’s ability to perform its obligations under this Agreement; or (2) upon having a reasonable basis for believing that the Subadviser Assets, assuming the Subadviser Assets constituted a separate investment company registered under the 1940 Act, have ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code, except as otherwise provided for in the Guidelines; or (3) there occurs any ; (a) conviction, settlement or plea of guilty or no contest by the Subadviser or any of its affiliates, or any principal or officer of the Subadviser (the “Relevant Persons”) regarding any felony, securities law-related misdemeanor or any criminal misdemeanor involving theft or fraud, (b) settlement with or final determination by any regulatory authority involving a material violation of a securities law or regulation on the part of any Relevant Person; (c) formal allegation by any US or non-US governmental or self-regulatory body (including, but not to, limited to Wells Notices) of fraud, embezzlement, money laundering, insider trading, market manipulation or abuse, or breach of regulation with reference to, any Relevant Persons or the initiation of any such Proceeding (as defined in the general instructions to Form ADV) against any Relevant Persons; (d) disciplinary information that Subadviser is obligated to disclose to its clients under Item 11 of Form ADV Part 1A or Item 9 of Form ADV Part 2A; (e) material breach of this Agreement of which the Subadviser is aware; or (f) any other event which could, in the reasonable determination of the Subadviser, have a material adverse effect on the Subadviser’s ability to carry out its obligations to the Fund under this Agreement. Adviser acknowledges that, except in the cases where an event would affect the Subadviser’s ability to carry out its obligations under this Agreement, which would require prompt email notice, such notification may be made as part of the quarterly compliance reports and/or through transmittal of an amendment to Form ADV.

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B. The Subadviser further agrees to notify the Adviser promptly of any material fact respecting or relating to the Subadviser known to the Subadviser not to be contained in the Prospectus and required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of Subadviser’s obligations and responsibilities contained in this Agreement, Subadviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a) – 1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) providing such reports and certifications as the Chief Compliance Officer of the Fund may reasonably request pursuant to Rules 17j-1 and 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act; (ii) reasonably facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct reasonable access to its chief compliance officer; (iv) providing the Trust’s chief compliance officer with such periodic reports as may be reasonably requested to allow the Trust’s chief compliance officer to address in his or her annual written report to the Board pursuant to Rule 38a-1 the operation of the policies and procedures of the Subadviser as they relate to the Subadviser Assets; and (v) providing special reports in the event of “material compliance matters,” as defined by Rule 38a-1(e)(2), relating to the Subadviser Assets, as soon as is reasonably practicable and permitted by applicable law. Subadviser will provide the Adviser, the Trust or the Board with such information and assurances (including any sub-certifications) as the Adviser, the Trust or the Board may reasonably request from time to time in order to assist the Trust in its preparation of periodic reports on Form N-CSR.

13. Provision of Certain Information by the Adviser. The Adviser shall timely furnish the Subadviser with such additional information as may be reasonably necessary for, and reasonably requested by, the Subadviser to perform its responsibilities pursuant to this Agreement. The Adviser will also promptly notify the Subadviser, as permitted by applicable law: (1) in the event that the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Adviser or the Trust; (ii) placed limitations upon either of their activities, functions, or operations which may reasonably be expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement or have a material adverse effect on the Trust; (iii) suspended or revoked the Adviser’s registration as an investment adviser; or (iv) has commenced proceedings or an investigation that may reasonably be expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement; or (2) upon having a reasonable basis for believing that the Fund has ceased to qualify or might reasonably be expected to fail to qualify as a regulated investment company under Subchapter M of the Code.

14. Amendment of Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by both parties.

15. Miscellaneous.

A. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof, and with the 1940 Act. To the extent that the applicable laws of the State of New York conflict with the applicable provisions of the 1940 Act, the latter shall control.

B. Notification of Changes. The Subadviser will notify the Adviser of any “assignment” or actual change in control or management of the Subadviser within the meaning of Section 2(a)(4) and Rule 2a-6 under the 1940 Act, and Section 202(a)(1) and Rule 202(a)(1)-1 under the Advisers Act, including, as applicable, any change of its general partners or 25% shareholders or 25% limited partners, in each case

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prior to such change. In addition, the Subadviser will notify the Adviser of any changes in the key personnel of the Subadviser involved in the management and oversight of the Subadviser Assets, including portfolio managers and senior management or any performing a similar role with respect to the Subadviser Assets.

C. Captions. The Captions contained 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.

D. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and shall supersede any prior agreements between the parties relating to the subject matter hereof.

E. Definitions. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, releases or orders of the SEC validly issued pursuant to the Act. As used in this Agreement, the terms “majority of the outstanding voting securities,” “affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “net assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, release or order. Where the effect of a requirement of the federal securities laws reflected in any provision of this Agreement is made less restrictive by a rule, release, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, release, or order.

F. Notices. Any notice herein required is to be in writing and is deemed to have been given to Subadviser or Adviser upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail return receipt requested, by email or similar means of delivery that provide evidence of receipt.

All notices to Adviser shall be sent to:

J.P. Morgan Private Investments Inc.

270 Park Avenue, 5th Floor, New York, NY 10017

Attn: Mary Savino

With a copy to:

J.P. Morgan Private Investments Inc.

270 Park Avenue, 9 ^th Floor, New York, NY 10017

Attn: Wealth Management Legal—Funds

All notices to Subadviser shall be sent to:

Russell Investments Implementation Services, LLC

1301 2 ^nd Ave, 18 ^th Floor, Seattle, WA 98101

Attn: Travis Bagley

With a copy to:

Russell Investments Implementation Services, LLC

1301 2nd Ave, 18th Floor, Seattle, WA 98101

Attn: Associate General Counsel

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G. Third-Party Beneficiary. The Fund is an intended third-party beneficiary under this Agreement and is entitled to enforce this Agreement as if it were a party thereto. The parties do not intend for this Agreement to benefit any other person including, without limitation, a record owner or beneficial owner of the shares of the Fund.

H. Survival. Sections 2B(x), 2F, 2I, 2K, 2N, 4, 5, 7 (for a period of 1 year), 8, 15A, 15F and 15G shall survive the termination of this Agreement.

I. Multiple Agreements. This Agreement shall be deemed to constitute multiple separate agreements among the parties with respect to each Fund listed on Appendix A, and each provision herein shall be construed accordingly. This Agreement may be terminated in accordance with its terms with respect to a particular Fund without affecting the ongoing effectiveness of this Agreement with respect to any other Fund. Notwithstanding anything to the contrary in Section 15G, no Fund shall be deemed a third-party beneficiary under this Agreement with respect to any matter hereunder pertaining to another Fund.

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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.

IN WITNESS WHEREOF , the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

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Execution Copy

IMPLEMENTATION SERVICES AGREEMENT

THIS IMPLEMENTATION SERVICES AGREEMENT (the “Agreement”) is entered into this 5th day of October 2018, between J.P. Morgan Private Investments Inc. (the “Client”), on behalf of those funds (each a “Fund” and together, the “Funds”) and the specified sleeves (each a “Specified Fund Sleeve” and together, the “Specified Fund Sleeves”) listed on Schedule B that are part of a fund series of the Six Circles Trust and Russell Investments Implementation Services, LLC (“RIIS”).

BACKGROUND

The Client is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). As a fiduciary and investment manager for the Funds, Client is responsible for overseeing the day-to-day management of those Funds pursuant to an investment advisory agreement. However, Client may delegate management of the Funds and their portfolio sale and purchase transactions to other portfolio management organizations selected and appointed by Client. RIIS is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and as a broker dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under these registrations, RIIS provides Implementation Services, which involve various combinations of investment advisory, brokerage and other services designed to help clients improve the implementation of their investment strategies.

RIIS clients select the combination, scope and nature of Implementation Services that best fit their requirements, and may change these services from time to time. This Agreement and the attached schedules are designed to establish the type of services selected by the Client and the objectives, terms and conditions applicable to the provision of those services by RIIS.

AGREEMENT

1. APPOINTMENT . The Client, being duly authorized, hereby appoints RIIS, and RIIS accepts its appointment, to provide the following services to the Funds (the “Services”):

(a) Transition Services. If specified by the Client on the applicable Fund Restructure Notice, RIIS will provide Transition Services as defined in and subject to the investment objectives and policies set forth on Schedule A . Transition Services will commence upon RIIS’s receipt and acceptance of a Fund Restructure Notice in the form attached to Appendix 1 to Schedule A . To the extent the Client requires RIIS to manage assets during a transition, these will be considered Interim Subadvisory Services, described in subsection (b) below.

(b) Interim Subadvisory Services. At the request of the Client, RIIS will provide Interim Subadvisory Services pursuant to the Investment Subadvisory Agreement dated October 5, 2018 between the Client and RIIS, as approved by the Board of Trustees of the Funds and attached hereto as Appendix 3 to Schedule A (as may be amended from time to time to add Specified Fund Sleeves). The Interim Subadvisory Services will commence on the start date specified in the Interim Subadvisory Notice delivered to RIIS by the Client in the form attached hereto as Appendix 4 to Schedule A .

(c) Execution Services. If specified by the Client on the applicable Execution Services Notice, RIIS will provide Execution Services as further defined in and subject to the objectives and policies set forth on Schedule A . Execution Services will commence upon RIIS’s receipt and acceptance of an Execution Services Notice in the form attached to Appendix 2 to Schedule A .

2. FEES. For the Services, RIIS will receive the fees set forth in the applicable Fund Restructure Notice and, as applicable, the Investment Subadvisory Agreement. The fees for Transition Services will be based on the pre-negotiated fee table set forth in Schedule A . Except as disclosed in this Agreement or as authorized in writing by the Client, neither RIIS nor any of its officers, directors, partners or affiliated companies will receive any additional compensation or fees with respect to the business of the Client.

3. AUTHORITY. The Client hereby grants RIIS the full discretion and authority (in the capacity of agent to each Fund), to the extent required or permitted by applicable law, and further subject to the additional terms, policies, objectives and restrictions set forth in this Agreement and the applicable Schedules, to do any or all of the following:

(a) if Client has executed a Power of Attorney authorizing RIIS to act as agent to the Funds, with respect to the Specified Fund Sleeves, to establish accounts for futures and cleared derivatives trading in the name of each Fund with one or more futures commission merchants (each, an “FCM”);

(b) to establish accounts and engage in uncleared over-the-counter (“OTC”) derivatives transactions with one or more counterparties (each, a “Designated Counterparty”);

(c) to establish accounts to effect securities and foreign currency transactions in the name of each Fund with one or more brokers (each, a “Designated Broker”);

(d) to provide financial and other information regarding the Fund identified in Schedule B as the FCM, Designated Counterparties and/or Designated Brokers may reasonably request;

(e) to exercise full discretionary authority over such accounts;

(f) with respect to the above transactions (i) to obtain from the Fund or its custodian (or direct the Fund Account to provide) initial, variation, maintenance and other required margin in the form of moneys, securities or otherwise (“Collateral”); (ii) to execute Collateral transactions; and (iii) to instruct the transfer of assets to and from accounts of the Fund with trustees or custodians identified by the Client; and

(g) to purchase, sell or otherwise transfer securities held in the Funds, with respect to the Specified Fund Sleeves.

In connection with these transactions, RIIS may (i) negotiate, execute, deliver and amend on behalf of each Fund, as its agent and attorney-in-fact, any agreements or instruments RIIS considers necessary or desirable in connection with the services performed by it under this Agreement; and (ii) deliver to the FCM, Designated Brokers, and Designated Counterparties, on the behalf of each Fund, those usual and customary representations, warranties and covenants, including but not limited to certain tax representations, along with such financial information regarding the Fund as such FCMs, Designated Brokers, and Designated Counterparties may reasonably request. These agreements may include, without limitation, standard customer agreements, brokerage agreements, international swaps and derivatives agreements (including any schedules, credit support annexes, confirmations and related documents), foreign currency agreements, clearing agreements, account documentation, futures and options agreements, and any other agreements, documents or instruments (collectively referred to as, “Trading Documentation”) RIIS believes are appropriate or desirable in performing its duties under this Agreement. The Client acknowledges, on behalf of each Fund, that the FCM, Designated Brokers, and Designated Counterparties will rely on these representations, warranties and covenants in entering into these transactions and the Trading Documentation. Upon the written request of the Client, RIIS will provide copies of Trading Documentation for the Client’s review.

4. TRADING; INVESTMENT COMPANY ACT. (a) All futures, securities and currency transactions will be conducted in the manner described in RIIS’s Trading Practices, set forth on Schedule C . Notwithstanding anything to the contrary herein or in such Trading Practices, RIIS will not, other than upon prior written approval by the Client, engage in any transactions for any Fund with any affiliate of the Client.

(b) If Interim Subadvisory Services are provided in connection with Transition Services, or otherwise, RIIS will manage the assets of each Specified Fund Sleeve in accordance with the Investment Subadvisory Agreement attached hereto as Appendix 3 to Schedule A . Specifically, RIIS will comply with (i) the Fund’s investment objective, policies and restrictions as provided in the Fund’s Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time (the “Prospectus”), (ii) such investment guidelines as may be agreed from time to time in writing by the Client and RIIS, and (iii) the requirements applicable to registered investment companies under applicable laws, including the Investment Company Act of 1940, as amended (the “Investment Company Act”). For the avoidance of doubt, RIIS agrees that it will manage the assets of each Specified Fund Sleeve in accordance with the investment limitations and other restrictions under the Investment Company Act as if such Specified Fund Sleeve constituted a separate investment company registered under the Investment Company Act. RIIS further agrees to manage the investments of each Specified Fund Sleeve in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended, as if such Specified Fund Sleeve constituted a separate investment company registered under the Investment Company Act.

(c) With respect to any Fund, (i) without the prior written consent of the Client, RIIS will not consult with any other subadvisor to that Fund (including, in the case of an offering of securities subject to Section 10(f) of the Investment Company Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for that Fund in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act, and (ii) RIIS is responsible only for providing advice and the other services set forth herein with respect to the Funds.

(d) RIIS will comply with all applicable laws relating to the provision of services under this Agreement, including, without limitation, the Investment Company Act, and will provide such information, reports and certifications as may be required in connection with the Fund’s reporting and other obligations under applicable laws, including, without limitation, the Investment Company Act.

5. CUSTODY AND TITLE. RIIS will not have custody of or title to any assets of the Funds. All assets of the Funds will be held by the trustee or custodian designated by the Client, with the exception of certain Collateral to support derivative positions, as permitted by the Investment Company Act. The Client will notify RIIS prior to any change to such trustee or custodian.

6. PROXY VOTING AND CORPORATE ACTIONS. In general, RIIS does not manage voting securities for extended periods and thus looks to the Client or its agent. Where the Client assigns (in writing) such responsibility to RIIS, RIIS will handle corporate actions and vote proxies with respect to securities held in accounts managed by RIIS: (i) first, according to the written instructions of the Client or its agent; or (ii) absent such instructions, according to RIIS’s judgment as to the best interest of the Fund, with reference to the proxy voting guidelines of RIIS in effect at such time.

7. RECORDS AND DOCUMENTS. RIIS will (i) keep accurate books and records relating to its transactions under this Agreement as are required under applicable laws and regulations, including, without limitation, Rule 31a-3 under the Investment Company Act; (ii) permit the Client to inspect its books and records relating to such transactions at reasonable times upon reasonable prior notice; and (iii) furnish such information concerning such transactions to such persons as the Client may reasonably request. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, RIIS hereby agrees that such books and records are property of the Funds and further agrees to provide promptly to the Funds copies of any of such records upon the Fund’s or Client’s request, provided however that RIIS may retain copies of any of such records. RIIS further agrees to preserve for the periods prescribed by Rule 31a-2 under the Investment Company Act the records relating to its activities hereunder required to be maintained by Rule 31a-1 under the Investment Company Act and to preserve the records relating to its activities hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.

8. STANDARD OF CARE. RIIS will discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

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9. INDEMNIFICATION AND LIABILITY. (a) RIIS will be liable for, and will indemnify the Client, the Funds and each of their respective affiliates, controlling persons, directors, trustees, officers and employees (collectively, the “Client Indemnified Parties”) against, and hold such Client Indemnified Parties harmless from, all losses, damages, costs, claims, liabilities, judgments, fines, settlements and expenses (including reasonable attorney fees) (collectively, “Losses”) arising out of or based upon (i) any material violation of its duties under applicable law, or its negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement; or (ii) any material misstatement or omission of a material fact in information regarding RIIS furnished in writing to the Client by RIIS’s authorized persons for use in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the Securities and Exchange Commission, in any advertisement or sales literature, in any communication to current or prospective investors, or in any other communication by RIIS’s authorized persons, with respect to the Funds or the Client. RIIS will not be liable for (i) acting in good faith reliance on data or instructions from the Client or its agents; (ii) any act or omission of a predecessor investment manager or any other person authorized to invest assets of the Client; (iii) any act, omission or insolvency of any FCM selected by RIIS in accordance with the provisions of this Agreement, except to the extent RIIS breaches its duty of care in selecting or monitoring such FCM; (iv) any act, omission or insolvency of any Designated Broker selected by RIIS in accordance with the provisions of this Agreement, except to the extent RIIS breaches its duty of care in selecting or monitoring such Designated Broker; (v) any act, omission or insolvency of any Designated Counterparty selected by RIIS in accordance with the provisions of this Agreement, except to the extent RIIS breaches its duty of care in selecting or monitoring such Designated Counterparty; or (vi) except to the extent prohibited by applicable law, including, without limitation, the Investment Company Act, bona fide good faith errors in judgment after having previously considered with due care the merits of any particular investment; in each case, except for Losses arising out of or based upon RIIS’s material violation of its duties under applicable law, or its negligence, bad faith, willful misconduct or material breach of, or reckless disregard of its obligations under, this Agreement; provided, however, that in no case is RIIS’s indemnity in favor of any Client Indemnified Parties deemed to protect any Client Indemnified Party against any liability to which any such person would otherwise be subject by reason of negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement.

(b) The Client will be liable for, and will indemnify RIIS, its affiliates, controlling persons, directors, officers and employees (collectively, the “RIIS Indemnified Parties”) against, and hold such RIIS Indemnified Parties harmless from, all Losses arising out of or based upon (i) any material violation of its duties under applicable securities law, (ii) the Client’s negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement; or (iii) any material misstatement or omission of a material fact in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the Securities and Exchange Commission, in any advertisement or sales literature with respect to the Client or the Funds, in any communication by its Authorized Persons to current or prospective investors, or in any other communication by the Client’s or the Funds’ Authorized Persons with respect to the Funds or RIIS unless and to the extent such material misstatement or omission was made in reliance upon, and is consistent with, information furnished in writing to the Client by RIIS; provided, however, that in no case is the Client’s indemnity in favor of any RIIS Indemnified Parties deemed to protect any Subadviser Indemnified Party against any liability to which any such person would otherwise be subject by reason of negligence, bad faith or willful misconduct in the performance of its duties hereunder, or its material breach of, or reckless disregard of its obligations under, this Agreement.

(c) Neither party will be liable to the other for losses caused directly or indirectly by circumstances beyond its reasonable control, including but not limited to government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, threatened or actual terrorist activity, national emergencies, labor difficulties, fires, earthquakes, floods or other catastrophes, acts of God, wars, riots, widespread computer viruses or failures of communication systems or power supply; provided that the party followed a reasonable business continuity program.

10. RIIS REPRESENTATIONS. RIIS represents that:

(a) RIIS has all necessary power and authority to execute, deliver and perform this Agreement, and such execution, delivery and performance will not violate any applicable law, regulation, organizational document, policy or agreement binding on RIIS or its property; and

(b) RIIS is a registered investment adviser under the Advisers Act, and a registered broker dealer under the Exchange Act, as amended and it will remain so registered at all times during the term of this Agreement. RIIS will promptly notify Client if any representation ceases to be accurate or complete in any material respect.

11. CLIENT REPRESENTATIONS. The Client represents that:

(a) it has all necessary power and authority (including, without limitation, all necessary authority given by each of the Funds set out from time to time in Schedule B to this Agreement) to execute, deliver and perform this Agreement, and such execution, delivery and performance will not violate any applicable law, regulation, organizational document, policy or agreement binding on Client or its property;

(b) Client has the full power and authority to enter into all transactions contemplated under this Agreement, to perform their obligations under such transactions and to procure RIIS to enter into such transactions on Client’s behalf or on behalf of the Funds;

(c) each Fund has the full power and authority to perform its obligations under all transactions contemplated under this Agreement;

(d) Client’s decision to appoint RIIS was made in a manner consistent with its fiduciary duties under applicable law and the governing documents, contracts or other material agreements or instruments governing the investment or trading activities of each Fund;

(e) each Fund is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act;

(f) each Fund is a “United States person” within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

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(g) the Client is not (i) an employee benefit plan that is subject to the fiduciary responsibility part of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan that is subject to Section 4975 of the Code, (iii) any other plan that is subject to any law, rule or regulation substantially similar to ERISA Section 406 or Section 4975 of the Code, and (iv) an entity the underlying assets of which are deemed to constitute the assets of a plan within the meaning of (i), (ii), or (iii);

(h) Information provided by Client to RIIS pursuant to this Agreement, including but not limited to investment policies, restrictions and identifying information provided to establish accounts with RIIS, the FCM, Designated Broker(s), and Designated Counterparties, is accurate and complete in every material respect;

(i) (i) it has received a copy of RIIS’s OTC Risk Disclosure set forth in Schedule D , (ii) it acknowledges that OTC Derivative transactions involve a variety of risks, including but not limited to those described in RIIS’s OTC Risk Disclosure, (iii) it understands and accepts the terms, conditions and risks inherent in OTC derivative transactions on behalf of each Fund, and (iv) each Fund is capable of assuming and does assume such risks; and

(j) Client acknowledges that various members of Russell Investments provide other services, including consulting advice and recommendations with respect to investment strategies and service providers, and that as a matter of policy, such consulting services do not include evaluations, advice or recommendations to use Russell Investments products or services. If a Fund has or will receive such services, the Client represents that (i) it did not rely upon, and was not influenced by, this investment advice as the primary basis for selecting RIIS to provide the Services; and (ii) it will not rely on such investment advice in considering whether or not to continue the Services. Client will promptly notify RIIS if any representation ceases to be accurate or complete in any material respect, and will provide RIIS with such other documents or certificates as RIIS may reasonably request in connection with the Services.

12. ASSIGNMENT AND DELEGATION. At its own expense, RIIS may delegate its duties to its affiliates and may share such information as necessary with these parties. RIIS will be liable for any failure of such affiliates to meet the standard of care set out in this Agreement. RIIS will notify the Client of any “assignment” or actual change in control or management of RIIS within the meaning of Section 2(a)(4) and Rule 2a-6 under the Investment Company Act, and Section 202(a)(1) and Rule 202(a)(1)-1 under the Advisers Act, including, as applicable, any change of its general partners or 25% shareholders of 25% limited partners, in each case prior to such change.

13. CONFIDENTIAL INFORMATION . (a) RIIS will treat as confidential and will not disclose information regarding operations and investments of the Client and each Fund except: (i) to its employees, its affiliates, vendors, FCMs, Designated Brokers and Designated Counterparties, who need to know such information in order to perform services contemplated by this Agreement and who act in accordance with these confidentiality obligations; (ii) upon written authorization from the Client; or (iii) as required by applicable law, regulation, court order or subpoena. Notwithstanding the foregoing, RIIS may disclose Client confidential information as required under applicable laws to trade depositories and regulatory and administrative agencies.

(b) Client will treat as confidential and will not disclose any Information Materials (defined below) or information regarding models, tools, software programs, technical information or specific investment advice provided by RIIS and/or its affiliates to the Client except (i) to its employees who need to know such information in receiving or monitoring the Services and who act in accordance with these confidentiality obligations; (ii) upon written authorization from RIIS; or (iii) as required by applicable law, regulation, court order or subpoena.

(c) Solely at the discretion of RIIS, RIIS may provide to the Client certain proprietary research or information materials (“Information Materials”) created and owned by RIIS and/or its affiliates. These Information Materials, if any, are provided to Client under a limited, non-exclusive, non-sublicensable, royalty-free license to use the Information Materials strictly for Client’s internal review and use. The Client acknowledges and agrees that absent Transition Manager’s written permission, the aforementioned license does not include the right to modify, reproduce, summarize, disclose, distribute or publicly display the Information Materials.

14 . LIST OF FUNDS. All Funds for whom the Client holds authority to trade within the terms of this Agreement are detailed in Schedule B .

15. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including the Schedules and any Fund Restructure Notice, constitutes the entire agreement of the parties. This Agreement may be amended at any time by written agreement between RIIS and the Client, except that RIIS may amend Schedule C (RIIS Trading Practices) by written notice to the Client, and the Client may amend Schedule B (List of Funds and Specified Fund Sleeves), and Schedule E (Authorized Persons) by written notice to RIIS.

16. TERMINATION; SURVIVAL. This Agreement shall become effective as of the date of its execution and shall continue in effect for a period of two years from the date of execution. Thereafter, this Agreement shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by (i) the Board of the Funds or (ii) a vote of a “majority” (as defined in the Investment Company Act) of the Fund’s outstanding voting securities, provided that in either event the continuance also is approved by a majority of the Board who are not “interested persons” (as defined in the Investment Company Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable at any time (including during the initial two year term), without penalty, (i) on 61 days’ written notice by the Client, or (ii) on 60 days’ written notice by the Board of the Funds, by vote of holders of a majority of the Fund’s shares or by RIIS, and will terminate five business days after RIIS receives written notice of the termination of the Advisory Agreement between the Fund and the Client. This Agreement may be terminated without penalty by RIIS, immediately upon the Client’s material breach of any terms of this Agreement and (iii) by the Board of the Funds, or by vote of holders of a majority of the Fund’s shares, immediately upon RIIS’s material breach of any terms of this Agreement. This Agreement also will terminate automatically in the event of its Assignment (as defined in the Investment Company Act). Upon termination, Fund assets will be transferred to the Funds under such terms and conditions as the Client directs in writing. The provisions of Section 9 (Indemnification & Liability) will survive the termination. Section 13 (Confidential Information) will survive the termination of this Agreement for a period of six (6) years following the date of termination.

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17. APPLICABLE LAW. This Agreement is governed by the laws of the state of Washington without regard to conflicts of laws principles that would impose the laws of any other jurisdiction.

18. NOTICES. All notices under this Agreement must be in writing and will be considered delivered: (i) upon delivery in person; (ii) two days after mailing by traceable first-class mail; (iii) one day after mailing by traceable overnight courier service; or (iv) upon transmission by confirmed electronic mail, to the address listed below:

19. AUTHORIZED PERSONS AND AGENTS. A list of persons duly authorized to act on behalf of the Client and each Fund concerning this Agreement (“collectively, “Authorized Persons”) is attached as Schedule E .

20. CUSTOMER NOTIFICATION. By executing this Agreement, the Client, on behalf of itself and each Participating Account, acknowledges receipt of Part 2 of RIIS’s Form ADV registration statement prior to signing, as required by the Advisers Act. Otherwise, the Client’s rights under federal law allow termination of this contract without penalty within five (5) business days after entering into this contract. U.S. law also requires RIIS to obtain, verify and record information that identifies each person or entity that opens an account. RIIS will ask for the legal name, principal place of business address and Taxpayer ID or other identification number of each Participating Account, and may ask for other identifying information.

21. COUNTERPARTS. This Agreement may be executed by facsimile signature and it may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

INTENDING TO BE BOUND, the undersigned parties have executed this Agreement.

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SCHEDULE A

SERVICE DEFINITIONS, OBJECTIVES AND POLICIES

SCHEDULE A

Certified this 5 ^th day of October, 2018.

SCHEDULE C

Proprietary & Confidential

TRADING PRACTICES

SCHEDULE C

Proprietary & Confidential

SCHEDULE D

OTC RISK DISCLOSURE

This document is intended to highlight and educate clients on the risks associated with some commonly used over the counter (“OTC”) derivatives. It does not disclose all of the risks and other significant aspects associated with trading OTC derivatives. You should carefully consider whether trading derivatives is appropriate considering your experience, objectives, policies and guidelines. In general the risks of OTC derivatives will closely match the risk exposure of the underlying security, index or instrument; an interest rate swap will have gains and losses similar to a physical bond whose market value is the same as the swap notional value. Likewise an S&P500 total return swap will pay/receive losses/gains similar to buying/selling an S&P500 index portfolio. OTC derivatives may also have other unique risks as outlined below:

LEVERAGE OR “GEARING”:

Transactions in all derivatives carry the potential for leverage, and hence a high degree of risk. Many OTC derivatives do not require principal when transactions are initiated, meaning that no assets are required to gain substantial exposure to the underlying security, index or instrument. However, any market movements would have an impact on the fund value. If the market moves against you, then the fund may be called upon to pay additional funds in a short time period to support the positions. If you fail to comply with a demand for additional funds in the contracted time frame, then the positions may be liquidated and you will be liable for any losses and interest due on unpaid amounts.

COUNTERPARTY RISK:

Some OTC derivatives will have no market value at the outset of a trade. Because there is no exchange of principal at the outset, there is no exposure to default by the counterparty. If the market moves in favor of the position and a gain accrues, then you face the risk that the counterparty will default on the payment of the gain. Counterparty risk can be limited in several ways:

As described under the paragraph “Close-Out Events”, certain events may allow you to terminate the exposure. For example, if the credit rating of the counterparty (typically as reported by Standard & Poor’s and/or Moody’s) deteriorates significantly, then you may elect to terminate the position.

CLOSE-OUT EVENTS:

Significant events may cause you or a counterparty to terminate the OTC derivative contract. Examples include:

Other Close-Out Events are highlighted in the contract. In a close-out, both parties are responsible to pay/receive the loss/gain. However it may be difficult, expensive or even impossible to find a new counterparty and replace the exposure on comparable terms at the right time.

DEFAULT AND CROSS DEFAULT:

Failure to pay according to the terms of the OTC derivative contract will cause default and trigger a Close-Out Event as described above. Any default or triggering of a Close-Out Event may affect all OTC derivatives with a given counterparty. This means that if there is a default/termination with one OTC derivative, the counterparty may elect to terminate all positions with the client. In the event of a default, you would also be required to pay a daily default interest rate on any amounts due. In addition, the defaulting party will be liable to indemnify, on demand, the non-defaulting party for and against all reasonable out-of-pocket expenses, including legal fees and stamp tax (if any), incurred by the non-defaulting party in the enforcement and protection of its rights under the OTC derivative contract.

SCHEDULE D

LIQUIDITY:

RIIS makes an effort to transact in contracts that have appropriate liquidity given the investment management assignment. However, market conditions may change and it may not be possible, may take significant time, and/or may be costly to unwind positions.

COLLATERAL:

If your positions have accrued a loss, the counterparty may, or if required by law, will require you to post collateral. The counterparty will hold this collateral until the obligations under the OTC derivative are completely fulfilled, the loss is reversed, or the OTC derivative is reset. Until the position is closed, the amount of collateral required will be adjusted as the value of your position increases or decreases. This may require transactions to raise cash or invest cash released from the collateral account at inopportune times.

The collateral is available for the counterparty to trade, lend, or otherwise use until such time as you may have a right for the collateral to be returned. However, cash used as collateral will earn a short term rate (for example the fed funds rate). Likewise cash delivered to you as collateral will require payment of a short term interest rate.

PROVISION OF INFORMATION AND COMPLIANCE WITH APPLICABLE LAWS:

Counterparties require regular updates on the client’s financial status and immediate notification of significant changes in fund structure or material amendment of constitutional documents. The documents required to be delivered on a regular basis will be listed in the contract. Representations made to RIIS within the investment management contract will be passed on to counterparties. These representations are assumed to be “evergreen”, or repeated each time another OTC transaction takes place. In addition, you will be expected to comply with all laws, regulations, and rules that may be required to perform your obligations under the OTC derivative transactions. Examples of this include (but are not limited to) license renewals, payment of taxes, exchange control permissions, etc. Failure to deliver documents, misrepresentations, or non-compliance with laws, rules, or regulations may all trigger a Close-Out Event as described above.

JURISDICTION AND WAIVER OF TRIAL BY JURY:

Most OTC derivatives contracts will be subject to New York state law and to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, and the parties waive the right to trial by jury in the case of a dispute. OTC derivatives can be complex and receiving a fair outcome from a jury of laypeople would be problematic.

WAIVER OF IMMUNITIES:

Counterparties to OTC derivatives contracts also waive their rights, to the fullest extent permitted by applicable law, to immunity on the grounds of sovereignty or other similar grounds from: (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of their assets and (v) execution or enforcement of any judgment in the courts of any jurisdiction, and irrevocably agree that, to the extent permitted by applicable law, they will not claim any such immunity in any proceedings between the parties.

SCHEDULE E

AUTHORIZED PERSONS

The Client hereby certifies that the persons named on the attached have authority to provide instructions in respect to this Agreement.

RIIS may rely on this authorization until it receives written notice to the contrary.

Certified this 5 ^th day of October 2018.

Table of contents

THE U.S. CODE OF ETHICS

Overview

Our business is highly regulated and Russell Investments is committed as a company to compliance with those regulations. In particular, U.S. regulations require that investment management companies, such as Russell Investments, implement a written code of ethics designed to set forth standards of conduct and promote compliance with federal securities laws related to such topics as conflicts of interest, confidentiality, insider trading, personal trading, outside activities, gifts and entertainment.

Russell Investments’ U.S. Code of Ethics (the “U.S. Code”) has been designed to satisfy this regulatory requirement and help prevent any of us from engaging in any act, practice or course of business prohibited under applicable securities laws, regulations and rules. Further, the U.S. Code has been designed to supplement Russell Investments’ Global Code of Conduct and support Russell Investments’ value statements, protect the interests of our clients and reinforce the reputation of Russell Investments for non-negotiable integrity by providing important details regarding some of the policies summarized in the Global Code of Conduct.

Each of us must recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties at Russell Investments. We must keep in mind that we have a fundamental duty at all times to put our clients’ interests first and that our behavior, including our personal investing activity, must meet our obligations to our clients. You must adhere to the requirements of the U.S. Code and applicable laws, regulations and rules—doing so is a fundamental part of your job at Russell Investments. If you have any questions regarding your obligations under the U.S. Code, please contact the Compliance Department.

Certification

All U.S. Associates are considered “access persons” and are required to certify in writing upon hire and annually thereafter that they (i) received a copy of the U.S. Code, (ii) read and understand it, and (iii) agree to comply with its terms. Students interning with Russell Investments in the U.S. and temporary and contract Associates in the U.S. with terms expected to exceed three months are also considered “access persons” and required to certify to the U.S. Code unless a specific exception has been granted by the Compliance Department. The individuals described above are also required at least annually to certify to information concerning their personal security accounts, private securities transactions and other information as described in the U.S. Code. All certifications and reporting required under the U.S. Code must be made via the PTA system which can be accessed via the main page of Russell Investments’ intranet site or through the Compliance tab on Russell Investments’ U.S. intranet site.

Reporting Violations

You are required to promptly report any actual or suspected violations of the U.S. Code and the policies and guidelines referenced in it to the Compliance Department. Alternatively, Russell Investments has a confidential Ethics Hotline for you to report any actual or suspected instances of unethical or illegal conduct, auditing matters or violations of other Russell Investments policies on the part of another Associate, contractor or vendor. If desired, you may report such matters to the Legal Department. Every effort is made to ensure confidentiality while still allowing matters to be properly investigated and resolved. Retaliation against an individual who in good faith reports any actual or suspected violation is strictly prohibited. Concealing or covering up any violation of the U.S. Code is itself a violation. You are not authorized or required to carry out any order or request to engage in conduct which would violate the U.S. Code or any other company policies or to cover up any violation and, if you receive such an order or request, you must promptly report it. You are also required to cooperate fully with compliance and ethics investigations and audits, and to answer questions truthfully to the best of your ability.

The Ethics Hotline is answered by an outside agency which documents and relays reported matters to a central administrator in Seattle for further investigation. The administrator coordinates and oversees investigation and follow-up and, if required, appropriate corrective action. Calls may be made on an anonymous basis if desired. Each caller is assigned a case number by the outside agency, which the caller may use to call back and receive a status report on his or her call.

All violations of the U.S. Code will be promptly reported to the applicable Chief Compliance Officer and documented in the U.S. Code of Ethics Violations Log.

The Ethics Hotline is available 24 hours a day, every day (including holidays) at 1-800-932-5378.

CONFLICTS OF INTEREST

Overview

When acting as fiduciaries, we have an affirmative duty of care, loyalty, honesty, good faith and fair dealing to act in the best interests of our clients. Compliance with this duty requires that we avoid conflicts of interest or at least fully disclose all material facts concerning any conflict that does arise with respect to any client. Under no circumstances should the interests of Russell Investments or you be placed improperly before the interests of our clients.

Russell Investments business depends in large part on the quality and integrity of our manager research and recommendations. We, therefore, have a strong incentive to ensure that we manage potential conflicts effectively to avoid even the appearance that our recommendations may be compromised. You should avoid taking any action that would call into question Russell Investments manager recommendations or lead clients to unsuitable investment choices.

As you know, Russell Investments operates in multiple lines of business in many countries and offers a variety of products and services to a diverse and complex client base. In many instances, Russell Investments may act in a number of different capacities. As a result of this complexity, Russell Investments and you face potential conflicts of interest. For example, potential conflicts may arise if Russell Investments offers a product or service to a client for which Russell Investments also acts in a fiduciary capacity (i.e., as manager or adviser) or if Russell Investments corporate interests were to be adverse to those of a client. In addition, conflicts may arise if your personal interests interfere with the interests of Russell Investments or a client.

It is important to note that potential conflicts of interest often arise in the ordinary course of business. Russell Investments policies are focused on the identification and management of these potential conflicts. In some cases, potential conflicts may be managed with internal Russell Investments firewalls; in other cases the preferred course of action is transparency through disclosure. In still other cases, the existence of a potential conflict may require that, following disclosure, one party or the other must provide written consent. Finally, in some cases, conflicts cannot be managed and must be avoided outright. In no case should incentives be created that would cause Russell Investments or you to be influenced by a conflict of interest or to fail to properly identify and manage a potential conflict of interest.

Conflicts that are not appropriately managed may harm clients. Even the appearance of a potential conflict that has not been appropriately managed may severely damage Russell Investments reputation. You must be able to identify potential conflicts. Many of those potential conflicts and the appropriate manner in which they should be resolved are described below. However, it is impossible to recount all potential conflicts which Russell Investments or you may face.

Although it is not possible to foresee every potential conflict of interest that may arise, you should be sensitive to actual or potential conflicts and bring them to the attention of your supervisor and seek the advice of the Compliance Department when confronted with any conflict of interest issues.

Personal Conflicts

You must avoid situations in which your personal interests conflict with the interests of Russell Investments or a client. Personal influence or personal relationships may not be used improperly in a manner in which you would benefit personally to the detriment of Russell Investments or our clients. You should avoid any situation which might compromise your objectivity or otherwise impair your ability to exercise independence of judgment with respect to business in which you are involved on behalf of Russell Investments or any client. You may not divert directly, or indirectly, for personal benefit any investment or other business opportunities which come to your attention in the course of your duties at Russell Investments without the written approval of your supervisor and the Compliance Department or Legal Department.

Company Conflicts

Russell Investments, as a general rule, does not enter into material transactions with its own directors or employees or with enterprises in which they have material personal interests or interlocking relationships. However, where it is determined that it is in Russell Investments’ best interests to make an exception to this general rule, and no client would be adversely affected, the material personal interest or interlocking relationship shall be disclosed to Russell Investments’ Board of Directors and to the board of directors of the relevant Russell Investments subsidiary (with full knowledge of the transaction’s terms and the interests involved, and with any interested director not voting) who must approve the transaction as reasonable and fair to the interests of Russell Investments and not adverse to the interests of any of our clients.

Although not typically presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationships between Russell Investments investment funds and the investment advisor or other corporate entities within Russell Investments that provide services to those funds. In such cases, there may be certain individuals who function as officers of, or in a management capacity for, both the funds and the other Russell Investments corporate entities that provide services to the funds. It is recognized that all such persons will, in the normal course of their duties, establish policies and implement decisions that may have a different effect on the funds than on other Russell Investments corporate entities that are parties to contractual relationships with those funds. Your participation in such activities is inherent in these contractual relationships and is consistent with the performance of any duties you may have as an officer of, or in a management capacity for, those funds. If performed in conformity with the provisions of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, such activities will be deemed to have been handled appropriately. Examples of unacceptable activities that could, if permitted, create a potential conflict of interest include, but are not limited to the following:

General Procedures for Managing Potential Conflicts of Interest

To ensure that potential conflicts of interest are managed properly, Russell Investments has implemented policies and procedures including, but not limited to, the following:

General Procedures for Managing Potential Conflicts of Interest

Investments managers may not be charged fees, or be required to purchase Russell Investments or Russell Investments affiliates’ products or services, in order to be included in Russell Investments manager research database. Russell Investments’ existing or potential business relationships with investment managers may not be considered in determining investment manager rankings. You must not offer special consideration to investment managers in the research process as an inducement to purchase our products or services.

New manager ranks, rank changes, and other manager evaluations are to be communicated as soon as practical to Russell Investments advisory clients. Prior to communication of changes in manager rankings, deliberations and discussions about a particular manager remain confidential. You must ensure equitable distribution of material information to internal and external clients.

Financial data regarding Russell Investments’ business relationships with investment managers is restricted. Firewalls are to be maintained between manager research activities and Russell Investments other business units, such that analysts in manager research do not have access to data that shows the extent to which investment managers have business relationships with other Russell Investments business units.

Client relationships that are spread across several business units may be managed by a designated “relationship manager” or “primary contact,” whose duties include designating the Associates who are entitled to receive confidential client information in order to best serve the interests of that client, and ensuring that potential conflicts of interest are managed properly.

Consulting staff may periodically provide a client with general information about other Russell Investments products or services that are appropriate to that client’s needs. Consulting staff may not, however, provide consulting advice on other Russell Investments affiliates’ products or services to consulting clients. Consulting staff should refer consulting clients who are interested in these other products and services to the appropriate business unit for further information. If you are aware of a potential conflict of interest that appears unknown to others or unmanaged, you should report such matter to your supervisor and the Compliance Department or the Legal Department.

CONFIDENTIALITY AND PRIVACY

Confidentiality is another fundamental duty we owe to our clients as well as to our fellow Associates. We must keep all information about our clients and former clients in strict confidence, including their identity (unless they consent), financial circumstances, security holdings, as well as the advice furnished to them by us.

Consistent with Russell Investments’ policy on insider trading described in the following section, you are prohibited from disclosing to persons outside Russell Investments any material, non-public information about any client, the securities investments made by Russell Investments on behalf of any client, information about contemplated securities transactions or information regarding Russell Investments’ trading strategies, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes or as required by law.

You must ensure that any disclosure of fund and model portfolio holdings is timed appropriately to avoid having some clients receive such information earlier than other clients. You must also protect and maintain the confidentiality of other sensitive, proprietary and non-public, personal information which may come into your possession regarding Russell Investments, Associates, clients, distributors, vendors and any other persons or entities. You must not disclose such information to any persons or entities outside of Russell Investments without prior authorization from Russell Investments or as mandated by law or regulation. The dissemination of such information within Russell Investments should be restricted only to those of us who have a “need to know” in order to facilitate a particular task or strategic project.

You should be particularly mindful of your obligations to protect confidential information related to the following:

If you become aware that the security of any confidential, sensitive, proprietary or non-public, personal information may have been compromised, lost or stolen, you should promptly report the matter to the Compliance Department.

INSIDER TRADING

Overview

From time-to-time, you may come into possession of material, non-public information about public companies and clients. Generally, information would be considered “material” where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decision. Information is considered “non-public” until it has been disseminated broadly to investors in the marketplace.

You may obtain material, non-public information as a result of your conversations with clients, managers and other vendors and distributors who are, or are affiliated with, public companies. Additionally, you may come into contact with trading information about clients (including trading by the Russell Investments’ funds) through access to client holdings, Russell Investments fund information, through knowledge of manager changes and transitions, and through knowledge of actual orders to be placed through Russell Investments’ trading areas or other Russell Investments fund and client brokers.

U.S. securities laws and regulations make it illegal:

The consequences of engaging in insider trading and front running are severe and include sanction or dismissal by Russell Investments, as well as civil and criminal penalties. If you are not sure whether a securities transaction would violate the law or the U.S. Code because of non-public information in your possession, you should assume that the trade is not permitted until you obtain proper advice to the contrary from the Compliance Department or the Legal Department.

Restrictions

If you obtain or possess material, non-public information concerning any company:

If you possess information about client or fund holdings or trading activity:

Watch List

Russell Investments Compliance Department maintains a “Watch List” of companies about which Russell Investments or its Associates may be in possession of material, non-public information. If you are a recipient of, contributor to, or otherwise responsible for, maintaining the Watch List or if you are noted on the Watch List as being in possession of material, non-public information (i.e., Associates who are “over the wall”), you may not purchase, sell, recommend, or share your knowledge of the securities appearing on the Watch List. If you are not privy to information noted on the Watch List, you may trade in Watch List securities. However, you should be aware that your trading activity is otherwise subject to oversight by the company.

Reporting Obligations When In Contact With Watch List Information

If Russell Investments is involved in a potential business transaction, business relationship, or other company-related activity that involves potential material, nonpublic information, then the procedures described below should be followed. The project leader, department manager, or appropriate Executive Committee member shall be responsible for notifying the Compliance Department that a company is to be placed on the Watch List. Information to be provided includes:

In addition to the initial reporting of a company to be placed on the Watch List to the Compliance Department, the project leader, department manager or appropriate Executive Committee member shall also be responsible for:

Confidential Information Relating to an Engagement or Proposed Transaction

Information concerning the billing or payment of client fees and expenses may inadvertently “tip” Associates to the existence of an engagement or proposed transaction.

To preserve the confidentiality of such information, the project leader, department manager or appropriate Executive Committee member shall:

Information storage and communications are key elements in maintaining the confidentiality of engagements and proposed transactions. Project participants should follow the procedures below when in possession of information relating to an engagement or proposed transaction:

Transmission of hardcopy information internally should be made using “Confidential” envelopes. Use of e-mail should be avoided unless proper encryption protocols are utilized.

PERSONAL TRADING

In order to ensure that you trade in your personal investment accounts lawfully and in a manner that avoids actual or potential conflicts between your interests and the interests of Russell Investments and our clients, you must report certain securities transactions and holdings to the Compliance Department through the PTA system which can be accessed via the main page of Russell Investments intranet site or through the Compliance tab on Russell Investments U.S. intranet site.

The information below summarizes some of the more significant requirements that apply to the personal trading activity of you, your family members and other financial dependents:

You should refer to the “U.S. Personal Trading Policy and Procedures” in Appendix 1 for more detailed information about your personal trading obligations.

OUTSIDE ACTIVITIES

Your involvement in activities outside of Russell Investments may present conflicts of interest as well. You must obtain prior approval from the Compliance Department through the PTA system of any outside business affiliation, employment or acceptance of compensation from any other person or entity based on any business activity outside the scope of your employment relationship with Russell Investments, including the following:

With regard to any outside employment or business affiliation:

In order to serve on the board of directors of a publicly traded company, in addition to obtaining prior approval from the Compliance Department, you must obtain prior approval in writing from Russell Investments Chief Executive Officer and its Chief Legal Officer.

In addition to approval from the Compliance Department, outside employment or affiliations of Russell Investments CEO must be approved by Russell Investments Chief Legal Officer and its Board of Directors or the Audit Committee of the Board.

Service with Community Organizations

Philanthropy is an important component of Russell Investments’ corporate responsibility and we should contribute positively to the social, civic, educational and cultural vitality of communities in which we operate. Service with community organizations does not require prior approval, subject to the following conditions:

Honoraria

Associates are frequently asked to attend events sponsored by business, educational, civic, and charitable organizations. Such engagements may involve Associates in their professional capacities as representatives of Russell Investments or in their personal capacities as members of an organization or of the community. These organizations frequently offer to pay an honorarium, or to reimburse the Associate for reasonable and customary travel expenses incurred in attending the event.

When acting in a personal capacity:

When acting in a professional capacity as a representative of Russell Investments:

PERSONAL POLITICAL CONTRIBUTIONS

Overview

To promote transparent and fair dealings with all of Russell Investments’ clients, Russell Investments has adopted a Political Contributions Policy. This policy requires reporting of political contributions made by associates and their immediate family members and places limitations on certain contributions. Associates must pre-clear with Compliance in the PTA system in advance of the date of any intended political contributions that they, their spouse or any dependent child may wish to make or solicit. You should refer to the policy document for more detailed information on limitations and reporting requirements. By certifying to the U.S. Code of Ethics, you are also certifying that you agree to comply with Russell Investments Political Contributions Policy, which can be accessed through the OCLO Homepage on the Russell Investments Intranet.

GIFTS AND ENTERTAINMENT

Overview

It is Russell Investments’ policy to earn business based on the quality of our products and services and to select and manage our service providers on the same basis. Accordingly, you should not provide or solicit gifts, entertainment or other items of value for the purpose of unduly influencing the recipient’s judgment or in return for any business, service or confidential information. This policy applies to gifts, entertainment, events and charitable contributions.

Russell Investments is subject to various regulatory and industry organizations that have policies and rules that should be considered when giving or receiving gifts and entertainment. You should also be aware that many Russell Investments clients and prospects—notably, government plans and those subject to ERISA— have their own strict policies on the giving and receiving of gifts, entertainment and other contributions.

You should be prepared to discuss these policies with clients or prospects before arranging entertainment or providing gifts. Also, individual business units may impose additional or more restrictive requirements than those set forth in the U.S. Code due to specific regulatory requirements or a management decision to apply stricter standards than those required by law or regulation.

Gifts

You may give and accept gifts with, values of up to $100 per recipient per calendar year to or from clients, distributors of Russell Investments investment products, vendors or suppliers to Russell Investments, or money manager firms reviewed by Russell Investments. You must report gifts given or accepted with values in excess of $25 per person in the PTA System within seven (7) calendar days of the date the gift was given or received. The value of a gift is the amount paid for the gift or a reasonable estimate thereof, not including the cost of special logos or inscriptions.

Gifts of cash or its equivalent (including gift certificates or gift cards if they are redeemable in full or in part for cash) are not permitted. Tickets to sporting events or shows, rounds of golf, etc. are considered gifts unless both you and the person(s) giving or accepting the tickets, golf, etc. attend the event, in which case the event is considered entertainment—this applies even if you pay for the event with your own money.

You should tactfully refuse or return a gift with a value of more than $100, unless to do so would embarrass the giver or prejudice a business relationship. If a gift with a value of more than $100 is accepted for business reasons, you must report it to the Compliance Department and remit the amount of the gift’s value in excess of $100, or give the gift itself, to Russell Investment’s Government and Community Relations for appropriate disposition. No prior approval or reporting is required for the items given or accepted as described below and they do not count toward the $100 limit on individual gifts:

Entertainment

Entertainment must not be lavish or excessive so as to appear to unduly influence the judgment of the recipient, or otherwise appear improper. There is no specific dollar amount that represents “lavish or excessive entertainment”—this is a judgment call that you must make on a case-by-case basis in advance of the entertainment. Expense reimbursement requests that are considered “lavish or excessive” after the fact may be rejected and/or subject to review and potential sanctions.

In determining whether any entertainment is reasonable and not lavish or excessive, you should consider whether the primary purpose of the entertainment is to spend quality time with the client, prospect or vendor and how will it appear to others outside of the business relationship.

If you are hosting the entertainment, but are not present for it, the value of the entertainment is considered a gift subject to the requirements outlined above. Likewise, if a third party hosting the entertainment is not present and you attend the event, the entertainment is considered a gift to you. If the entertainment includes “gifts” (e.g. souvenirs, pro shop equipment, etc.), those items are subject to the gift reporting requirements described above.

You should tactfully refuse the provision of lavish, excessive or frequent acts of entertainment or other hospitality that may create an impression of impropriety. Likewise, you should not host lavish, excessive or frequent acts of entertainment or other hospitality that may create an impression of impropriety.

For more detailed information about entertainment and other expenses, you may refer to Russell Investments “Global Travel and Entertainment Policy” which can be accessed through the Finance intranet site.

Travel Paid by Others

Associates may occasionally be invited to out-of-town meetings, seminars, or site visits by third parties doing business with or seeking to do business with Russell Investments. You should consider whether offers to pay for transportation and lodging made by a client, vendor, or other entity with which Russell Investments conducts, or is considering conducting business, are appropriate for the situation or give the appearance of impropriety. Where such offers do give the appearance of impropriety, you should tactfully refuse the offer.

In some cases, it will be more appropriate for Russell Investments to pay for your expenses related to the event. Factors to consider include whether the offer is made in connection with an event which primarily serves a business purpose, whether the offer has been extended to others similarly situated on a comparable basis, whether the travel is for legitimate company business and whether it may be more appropriate for Russell Investments to cover the expenses. Certain business units may have more restrictive policies and you should contact your supervisor with any questions.

TRAINING AND EDUCATION

The Compliance Department will provide you with training and education regarding the U.S. Code on a periodic basis. You are required to attend any training sessions and/or read any applicable training materials provided by the Compliance Department. Failure to complete required compliance training is considered a violation of the U.S. Code and will be addressed in the same manner as any other violation.

CONSEQUENCES FOR VIOLATING THE CODE

Any violation of the requirements set forth in the U.S. Code or the policies referenced in it may result in the imposition of such sanctions as Russell Investments may deem appropriate under the circumstances. These sanctions may include, but are not limited to, the following:

In addition to sanctions, Russell Investments may refer any violation to civil or criminal authorities as appropriate.

ADMINISTRATION OF THE CODE

Exceptions to the Code

Exceptions to the U.S. Code may be granted only in very limited circumstances and only if the exception in question does not involve any opportunity for abuse and does not conflict with any client interest. You must submit a written request for an exception to the Compliance Department describing the nature of the exception and the reason it is being sought.

Restriction on Use of Code

The U.S. Code is intended for the use of Associates in connection with their job-related duties. However, copies of the U.S. Code may be requested by clients or prospects or other outside persons or entities on occasion. All copies of the U.S. Code provided to any outside person or entity must be delivered in read-only format.

Amendments to the Code

The Compliance Department may provide you with material amendments to the U.S. Code from time-to-time and you must provide the Compliance Department with a written acknowledgment that you have received the amendments and agree to comply with terms of the amendments (outside the annual certification process).

APPENDIX 1

U.S. Personal Trading Policy and Procedures

JANUARY 2018

Table of contents

OVERVIEW

Due to the potential conflicts of interest inherent in our business, Russell Investments has developed these Personal Trading Policies and Procedures (the “Policy”) regarding your personal trading activity which are designed to minimize those conflicts and ensure that we remain focused on meeting our duties to our clients. In order to ensure that you are trading in your personal investment accounts lawfully and in a manner that avoids actual or potential conflicts between your own interests and the interests of Russell Investments or our clients, you must report certain accounts, holdings and transactions through the Personal Trading Assistant (“PTA”) system as described in more detail below.

You should refer to the Glossary Section for more detailed information regarding the key terms used in this Policy.

You should also refer to the Summary Information Sheet at the end of this Policy for a concise, but not exhaustive, listing of the requirements.

REPORTING YOUR ACCOUNTS

What Accounts Must Be Reported

You must report any investment account over which you direct or have the ability to direct the account’s investments or any account in which you or any of the following individuals has a Beneficial Ownership interest:

AND the account holds or is capable of holding a Covered Security.

Such accounts shall be referred to as Reportable Accounts and you and the individuals described above shall be collectively referred to as Covered Persons. If a Covered Person is already employed by or contracted with Russell Investments, please notify the Compliance Department for further instruction. Reportable Accounts include brokerage accounts, retirement accounts, employee stock compensation plans and transfer agent accounts. Reportable Accounts also include Discretionary Accounts and those accounts from which a Covered Person benefit indirectly, such as a family trust or family partnership, and accounts in which a Covered Person has a joint ownership interest, such as a joint brokerage account.

You are not required to report any accounts maintained within the Russell Investments Investment Program for Associates (“RIPA”) or other Russell Investments -sponsored retirement or benefit plans because those accounts are otherwise under supervision by Russell Investments.

You are also not required to report 529 plans or similar college savings plan if the account holds only unaffiliated open-end mutual funds or commingled vehicles.

“Blind Trusts” or Trust accounts in which each of the following criteria apply will generally be granted an exemption from the trading oversight requirements if it can be determined that discretion has been irrevocably given to a fully independent party:

If all four of the above statements are true, please ask the Global Compliance Operations team to assign a Trust Account Certification Disclosure to which will allow you to disclose the account. Upon the receipt of the certification disclosure in Protegent PTA, please complete as soon as possible.

Please contact the Compliance Department if you hold any securities in physical certificate form or if you are not sure if a particular account is required to be reported.

When Must Accounts Be Reported

You must report all of your Reportable Accounts within 10 days of commencing employment with Russell Investments or otherwise becoming subject to the U.S. Code of Ethics. You must also report any new Reportable Account in the PTA System within seven (7) calendar days of the established date of the account, and prior to placing a trade in that account.

How Must Accounts be Reported

You must notify the Compliance department of your Reportable Accounts via the PTA system which can be accessed from Russell Investments’ intranet site. A Quick Reference Guide with more detail about how to report accounts can be found on the PTA system homepage.

When opening a new account, you should notify the financial institution at which your account is maintained that you are associated with Russell Investments, whose affiliated entities include FINRA member firms. The Compliance Department will notify the financial institution maintaining your Reportable Account whether you have Russell Investments permission to maintain the account and will direct the financial institution to forward duplicate transaction confirmations and statements to Russell Investments.

More detail about the type of information required to be reported for your Reportable Accounts can be found in the Glossary Section.

Electronic Data Feed Broker-Dealers

If you were hired on or after January 1, 2013, you are required to maintain all Reportable Accounts with one of the preferred data feed brokers listed below. Additionally, if you maintain a reportable account at a broker other than those listed below, you will be required to close or transfer the account to a data feed broker within thirty (30) business days of your hire date at Russell Investments. If you were hired prior to January 1, 2013, you may maintain your existing brokerage accounts, but you are strongly encouraged to transfer existing accounts and any future accounts to one of the datafeed brokers listed below. Russell Investments preferred list of broker-dealers with electronic data feed capabilities include the following:

If you wish to request an exception, which may be granted under certain circumstances, but is not guaranteed, you must contact the Global Compliance Operations Team prior to opening your new account. Associates hired after January 1, 2013 must contact compliance with any requests for exceptions within ten (10) calendar days of commencing employment with Russell Investments or otherwise becoming subject to the U.S. Code of Ethics.

REPORTING YOUR HOLDINGS AND TRANSACTIONS

Initial and Annual Holdings Reports

You must report within 10 days of commencing employment with Russell Investments or otherwise becoming subject to the U.S. Code of Ethics an Initial Holdings Report which includes all of your Covered Securities holdings. You must not make any personal trades until an Initial Holdings Report has been submitted.

You must also submit Annual Holdings Reports which must account for both discretionary and non-discretionary transactions. You can satisfy the requirement to submit Annual Holdings Reports by ensuring that the Compliance Department receives duplicate trade confirmations and statements for your Reportable Accounts and reviewing the accuracy of your information in the PTA system on a regular basis.

More detail about the information required to be reported for your Initial and Annual Holdings Reports can be found in the Glossary Section.

Quarterly Transaction Reports

Except as provided below, you must submit no later than 30 days after the end of each calendar quarter, a Quarterly Transaction Report of all transactions in Covered Securities by you or a Covered Person during the quarter. You can satisfy the requirement to submit Quarterly Transaction Reports by ensuring that the Compliance Department receives duplicate trade confirmations and statements for your Reportable Accounts and reviewing the accuracy of your information in the PTA system on a regular basis.

More detail about the information required to be reported for your Quarterly Transaction Reports can be found in the Glossary Section.

Additional Considerations to the Transaction Reporting Requirement

You are required to submit a Quarterly Transaction Report with respect to transactions in securities held in accounts over which a Covered Person had no direct or indirect influence or control, such as a Discretionary Account. You are also required to report the accounts and submit Initial and Annual Holdings reports for such accounts as described above.

You are required to submit a Quarterly Transaction Report with respect to transactions effected pursuant to an Automatic Investment Plan. You are also required to report the accounts and submit Initial and Annual Holdings reports for such accounts as described above.

OBTAINING APPROVAL FOR YOUR TRADES

Pre-Clearance of Covered Securities Transactions

Except as provided below, you must obtain prior approval (i.e., “pre-clearance”) through the PTA system of all transactions in Covered Securities in a Reportable Account. You are not required to obtain pre-clearance for trades in Exempt Securities.

Pre-cleared trades are valid in the PTA system until the end of the next trade date. If you want to keep the order open at your broker, you must resubmit the pre-clearance request in the PTA system at the end of the next trade date.

Also, if the terms of the order are changed, or if the order is withdrawn or cancelled and subsequently reentered at a later time, you must cancel the preclearance request and submit another pre-clearance request in the PTA system for the new order. When requesting pre-clearance of a trade, you must certify that:

Exceptions to Pre-Clearance Requirement

You may trade up to the lesser of 500 shares of a particular equity security, ADR or closed-end mutual fund in a rolling 7 calendar day period without preclearance provided the total market value of the trade does not exceed $25,000. In other words, if the trade or series of trades of a particular equity security, ADR or closed-end mutual fund within a rolling 7 calendar day period exceeds 500 shares or $25,000, you must pre-clear the trade(s) in the PTA system.

You are discouraged from executing de minimis transactions immediately following denial of a pre-clearance request.

Although you are required to report Discretionary Accounts as described above, you are not required to obtain pre-clearance of transactions in Discretionary Accounts, provided that the following conditions are met:

You are not required to obtain pre-clearance for transactions in a Reportable Account pursuant to an Automatic Investment Plan. Additional purchase and sales that are not automatic, however, must be pre-cleared.

You are not required to obtain pre-clearance for transactions in non-affiliated open-end mutual funds. You are also not required to obtain pre-clearance for transactions in Russell Investments Investment Company funds made through RIPA or other Russell Investments -sponsored retirement or benefit plans.

However, in accounts maintained outside of RIPA or other Russell Investments-sponsored retirement or benefit plans, you are required to obtain pre-clearance for all transactions in:

You are required to report, but not required to pre-clear, transactions in unaffiliated exchange traded funds (ETFs). You are required to report and pre-clear all transactions in affiliated ETFs.

You are not required to report or pre-clear transactions in the following security/instrument types:

Short Sales, Margin Transactions and Options

You may engage in short sales and margin transactions and purchase and sell options provided you obtain pre-clearance and meet all other provisions of the U.S. Code of Ethics and this Policy. You should keep in mind, however, that these types of transactions can have unintended consequences. For example, any sale by a broker to cover a margin call or a short position will be in violation of these provisions unless it is pre-cleared or otherwise subject to an exception to the pre-clearance requirement. Also, any volitional sale of securities acquired at the expiration of a long call option will be in violation of these provisions unless it is pre-cleared or otherwise subject to an exception to the preclearance requirement.

OTHER PROHIBITED OR RESTRICTED INVESTMENTS

Initial Public Offerings

You are prohibited from acquiring securities in a U.S. initial public offering. However, you may purchase securities after the U.S. initial public offering is completed and the underwriting has terminated. On a case by case basis, you may purchase securities in an initial public offering outside the U.S. subject to local jurisdiction regulations and only after obtaining prior approval from the Compliance Department.

60-Day Limitation on Purchase and Sales

Except for the financial instruments listed below, you are restricted from repurchasing a security/financial instrument you have sold in the last 60 days, or selling a security/financial instrument you have purchased in the last 60 days:

This requirement also applies to a security purchased or sold under the de minimis exception to the pre-clearance requirement.

Private Securities Transactions

Covered persons are prohibited from acquiring any security issued in a Private Securities Transaction, such as a limited offering or private placement, without prior approval from the Compliance Department obtained through the PTA system. Approval may be granted after a review of the facts and circumstances, including the following:

Compliance may contact your supervisor to discuss the proposed transaction prior to approving it. The Compliance Department will update your holdings information to reflect such transaction if approved.

OTHER EXCEPTIONS

Under very limited circumstances, an exception to the provisions of this Policy not otherwise described above may be granted on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Requests for such exceptions must be made in writing to the Compliance Department and describe the nature of the exception and the reason it is being requested.

GLOSSARY

AFFILIATED MUTUAL FUNDS: Affiliated Mutual Funds include the following fund families:

AFFILIATED EXCHANGE TRADED FUNDS (ETFS): Affiliated ETFs include any exchange traded funds domiciled inside or outside of the United States that are managed or advised by a Russell Investments affiliate.

ASSOCIATE: The term Associate includes Russell Investments employees, directors and officers. However, the term Associate shall not include disinterested trustees or directors of Russell Investments, or any affiliated investment company of Russell Investments.

AUTOMATIC INVESTMENT PLAN: An Automatic Investment Plan means a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation (i.e., dividend reinvestment plan, a payroll reduction plan or employee retirement plan contribution).

BENEFICIAL OWNERSHIP: Beneficial Ownership has the same meaning as in Rule 16a-1(a)(2) under the Securities Act of 1934, as amended. In general, a person has beneficial ownership of a security if such person has or shares (i) voting or dispositive power with respect to such security and (ii) a direct or indirect pecuniary interest in such security, including through any contract, arrangement, understanding, relationship or otherwise.

COVERED SECURITY: Covered Security shall mean a security as that term is defined in Section 2(a)(36) of the 1940 Act including commodities contracts as defined in Section 2(a)(1)(a) of the Commodity Exchange Act, except that it shall not include Exempt Securities. Generally speaking, securities include any note; stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a security; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing. For purposes of this policy, the term Covered Security also includes exchange traded funds and shares of Affiliated Mutual Funds.

DISCRETIONARY ACCOUNT: A Discretionary Account is one from which a Covered Person could benefit, but over which the Covered Person has no investment discretion or influence. An example of a Discretionary Account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to execution.

EXEMPT SECURITIES: Exempt Securities include securities issued by the government of the United States or a foreign government; bankers’ acceptances; bank certificates of deposit; commercial paper; high-quality, short-term debt instruments, including repurchase agreements; shares of open-end investment companies (mutual funds) registered under the Investment Company Act of 1940 (except as noted previously); and Unit Investment Trusts (UITs) that invest exclusively in one or more non-affiliated open-end funds.

INITIAL AND ANNUAL HOLDINGS REPORTS: Initial and Annual Holdings reports must contain, at a minimum, the following information current as of a date not more than 45 days prior to the date of the report:

PERSONAL SECURITIES TRANSACTIONS: Personal Securities Transactions include transactions that occur outside normal market facilities or outside a securities brokerage account and include, but are not limited to, limited offerings, private placements, unregistered securities, private partnerships and investment partnerships.

QUARTERLY TRANSACTION REPORTS: Quarterly Transaction Reports must contain, at a minimum, the following information about each transaction involving a Covered Security in which the Covered Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

REPORTABLE ACCOUNTS: The information required to be reported regarding a Reportable Account includes the following:

U.S. Personal Trading Policy and Procedures Summary Information Sheet

Pre-clearance Required:

Stock (common and preferred) or other equity securities, including any security convertible into equity securities, in excess of the de minimis exception amounts

Bonds and notes in excess of the de minimis exception amounts

Closed-end mutual funds in excess of the de minimis exception amounts

American Depositary Receipts (ADRs) in excess of the de minimis exception amounts

Affiliated mutual funds trading through financial institutions other than the Russell Investment Program for Associates (RIPA) or various Russell retirement accounts, including affiliated money market funds

Affiliated Exchange Traded Funds (ETFs)

Reporting of Transactions required, but No Pre-Clearance Required (You can satisfy the reporting requirements by ensuring that the Compliance Department receives duplicate trade confirmations and statements):

Security transactions in discretionary accounts (i.e., associate has no direct or indirection influence or control)

Stock and bond transactions below the de minimis exception amounts

Un-Affiliated Exchange Traded Funds (ETFs), and derivatives on un-affiliated ETFs

Physical Commodities

No Pre-clearance and No Reporting of Transactions Required:

Securities issued by the government of the U.S. or a foreign government

Bankers’ acceptances, CDs, commercial paper

Foreign Exchange(FX), and derivatives on these security types

Crypto Currencies

Open-ended, non-affiliated mutual funds, including money market funds

Affiliated mutual funds trading through the Russell Investment Program for Associates (RIPA) or various Russell retirement accounts

529 Plans for similar college savings plans if the account holds only unaffiliated open-end mutual funds or commingled vehicles

De Minimis Exception to Pre-Clearance Requirement:

You may trade up to the lesser of 500 shares of a particular equity security, ADR or closed end mutual fund in a rolling 7 calendar day period without per-clearance provided the total market value of the trade does not exceed $25,000. In other words, if the trade or series of trades of a particular equity security, ADR or closed-end mutual fund within a rolling 7 calendar day period exceeds 500 shares or $25,000, you must pre-clear the trade(s) in the PTA system

You may trade up to 5 contracts for options on an equity security in a rolling 7 calendar day period without pre-clearance. You may also trade up to $50,000 par value in a particular fixed income security in a rolling 7 calendar day period without pre-clearance.

Transactions which qualify for these de minimis exceptions must be traded in a reported account and are subject to all other provisions of the U.S. Personal Trading Policy and Procedures and the U.S. Code of Ethics

Prohibited Transactions and Other Restricted Activities:

Participating in initial public offerings of any U.S. securities is prohibited

Participating in initial public offerings outside the U.S. requires pre-approval by Compliance

Participating in private securities transactions, such as limited offerings/private placements requires pre-approval

Purchasing a security you have sold in the last 60 days, or selling a security you have purchased in the last 60 days is prohibited except for exempt securities, ETFs, Foreign Exchange (FX), Physical Commodities, derivatives on the aforementioned security types, and derivatives based on generally recognized, Non-Russell indexes

Trading securities on the restricted list is prohibited, unless the trade is under the de minimis exception amounts.

Reportable Accounts

Reportable Accounts include any investment account over which you direct or have the ability to direction the account’s investment or nay account in which you, your spouse, domestic partner, minor children or any other financial dependent living in your household has a Beneficial Ownership interest, AND the account holds or is capable of holding a Covered Security.

Reportable Accounts include brokerage accounts, retirement accounts, employee stock compensation plans and transfer agent accounts. Reportable Account also include Discretionary Accounts and those accounts from which a Covered Person benefit indirectly, such as a family trust or family partnership, and account in which a Covered Person has a joint ownership interest, such as a joint brokerage account.

You are not required to report any accounts maintained within the Russell Investment Program for Associates (“RIPA”) or other Russell-sponsored retirement or benefit plans because those accounts are otherwise under supervision by Russell Investments.

You are also not required to report 529 plans or similar college savings plans if the account holds only unaffiliated open-end mutual funds or commingled vehicles

Please contact the Compliance Department if you hold any securities in physical certificate form or if you are not sure if a particular account is required to be reported.