THIRD AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT between RUSSELL INVESTMENT COMPANY, on behalf of each of its series listed on Schedule C, and STATE STREET BANK AND TRUST COMPANY

THIRD AMENDMENT TO

SECURITIES LENDING AUTHORIZATION AGREEMENT

between

XXXXXXX INVESTMENT COMPANY, on behalf of each of its series listed on Schedule C,

and

STATE STREET BANK AND TRUST COMPANY

This Third Amendment (this “Amendment”) dated as of                  , 2012 is made to the Amended and Restated Securities Lending Authorization Agreement dated October 5, 2009, as amended (the “Agreement”), between Xxxxxxx Investment Company, on behalf of each of its series listed on Schedule C (the “Trust”), and State Street Bank and Trust Company, its affiliates or subsidiaries, as lending agent (“State Street”).

This Amendment shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each of the series of shares of the Trust as listed on Schedule C to this Amendment (the Trust acting on behalf of each such series, a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no series of shares shall be responsible or liable for any of the obligations of any other series of the Trust under this Amendment or otherwise, notwithstanding anything to the contrary contained herein.

WHEREAS, Xxxxxxx Investment Management Company (“RIMCo”) desires to add certain new Funds to Schedule C of the Agreement.

NOW, THEREFORE, for value received, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

1. Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

2. Amendments. Schedule C to the Agreement is hereby deleted in its entirety and replaced with the revised Schedule C attached hereto.

3. Miscellaneous. Except to the extent specifically amended by this Amendment, the provisions of the Agreement shall remain unmodified, and the Agreement is ratified and affirmed as being in full force and effect. This Amendment may be executed in counterparts. All counterparts shall collectively constitute a single agreement. Further, this Amendment may be executed by facsimile signatures and such facsimile signatures shall be deemed to be the original signatures of the parties.

4. Effective Date. This Amendment shall be effective as of                  , 2012.

IN WITNESS WHEREOF, the parties hereto execute this Amendment by their duly authorized officers by affixing their signatures below.

XXXXXXX INVESTMENT COMPANY, on behalf of its respective series as listed on Schedule  C, severally and not jointly						STATE STREET BANK AND TRUST COMPANY
By:						By:
Name:						Name:
Title:						Title:

Schedule C

This Schedule is attached to and made part of the Amended and Restated Securities Lending Authorization Agreement (the “Agreement”), dated the 5th day of October, 2009, as amended, between XXXXXXX INVESTMENT COMPANY ON BEHALF OF ITS RESPECTIVE SERIES AS LISTED ON SCHEDULE C, SEVERALLY AND NOT JOINTLY (the “Funds”) and STATE STREET BANK AND TRUST COMPANY (“State Street”).

Fund Name		Taxpayer Identification Number		Tax Year-End
Xxxxxxx U.S. Core Equity Fund		00-0000000		October 31
Xxxxxxx U.S. Small Cap Equity Fund		00-0000000		October 31
Xxxxxxx Investment Grade Bond Fund		00-0000000		October 31
Xxxxxxx International Developed Markets Fund		00-0000000		October 31
Xxxxxxx Strategic Bond Fund		00-0000000		October 31
Xxxxxxx Global Equity Fund		00-0000000		October 31
Xxxxxxx Emerging Markets Fund		00-0000000		October 31
Xxxxxxx Tax-Managed U.S. Large Cap Fund		00-0000000		October 31
Xxxxxxx U.S. Value Fund		00-0000000		October 31
Xxxxxxx U.S. Growth Fund		00-0000000		October 00
Xxxxxxx Xxxxxx Xxxx Xxxxxx Securities Fund		00-0000000		October 31
Xxxxxxx Tax Exempt Bond Fund		00-0000000		October 31
Xxxxxxx U.S. Quantitative Equity Fund		00-0000000		October 31
Xxxxxxx Tax Managed U.S. Mid & Small Cap		00-0000000		October 31
Xxxxxxx Global Infrastructure Fund		00-0000000		October 31
Xxxxxxx Global Opportunistic Credit Fund		00-0000000		October 31
Xxxxxxx U.S. Large Cap Equity Fund		00-0000000		October 31
Xxxxxxx U.S. Mid Cap Equity Fund		00-0000000		October 31
Xxxxxxx Multi-Strategy Alternative Fund		[TBD]		October 31
Xxxxxxx U.S. Strategic Equity Fund		[TBD]		October 31