Engagement Policy

POLICYEngagement Policy
June 2019

POLICY OVERVIEWAt Russell Investments, we believe that being an active owner is an important component of
our investment responsibilities. Through active ownership, we can better understand both therisk factors and potential return associated with ownership of a company. Good stewardshippractices are best implemented not only through proxy voting activities, but by being anengaged shareholder. Our objective, through our active ownership activities, is to provide anintegrated and inclusive approach to promote changes that protect and enhance shareholder
value and shareholder rights.
Our engagement process and activities are led by our Engagement Sub-Committee, which reports to theProxy Voting and Engagement Committee. The members of these committees are drawn broadly fromacross our investment teams to ensure a diversity of expertise and perspective. As a premier investment
solutions partner with multi-asset and multi-manager capabilities, we leverage a broad set ofrelationships to exert influence and enable multiple levels of engagement. These connections also
provide information sharing and serve as an important feedback loop into our active ownershipprocesses.

APPROACH TO ENGAGEMENT
We place high importance on corporate governance best practices and the appropriate levels of risk mitigation, seeking togather additional information regarding these topics from both investee companies and the sub-advisors we hire within ourfunds. Our engagement team is comprised of investment division members from various regions and product teams, who
also participate as proxy committee members. This membership coverage is designed to incorporate firmwide investment
knowledge into our voting and engagement processes.
Our business relationships and engagement activities extend across three groups: engagement with and through our subadvisors, collaborative engagements with market participants, and of course direct corporate engagements. These
dialogues allow us to better identify ESG risks and opportunities that strengthen our active ownership processes.

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Direct Corporate
Engagements
The most common method ofengagement takes place directlywith companies held within ourportfolios. Each discussion aims toencourage self-correction, allowing
management to assess andaddress shareholder concerns in atimely manner. Our intent is toimprove corporate governancepractices as well as bring ESG1
risk awareness to management.
Maintaining positive, long-term
relationships allows us to enhanceshareholder value and rights. For
this reason we do not typicallydisclose company names in ourengagement case studies.

Investment Partner Dialogue

Collaborative Engagementswith Market Participants

Given our unique position as multiasset managers, we leverage ourrelationships with our sub-advisors
to provide an informed andintegrated approach to active
ownership. Sub-advisors are hired
to play targeted, value-enhancing
roles in our portfolios. Day-to-day
they are routinely in close proximity
to our investee companies, so it isnatural that their insights andrecommendations regularly
contribute to our engagement andvoting processes.

These broader engagement
activities are held with nonaffiliated stakeholders and allow
us to understand changes inview points and market trends.
Discussions with non-affiliatedmarket participants, such asindustry fora, lead to a deepened
understanding on the drivers ofshareholder value and rights. We
utilize the knowledge gained
from these engagements toenhance our voting guidelines,
engagement themes and active
ownership processes.

ENGAGEMENT SELECTION
When choosing among engagement opportunities, we take into account past and current proxy items, ESG analysis fromour third-party vendor of ESG metrics (Sustainalytics), and Russell Investments’ ownership levels. These factors incombination highlight a robust set of engagement opportunities with meaningful potential impact.
Shareholder proposals are a frequent source of outreach activities. Unsupported shareholder proposals where we believe
the concept may add to shareholder value but are overly prescriptive and/or poorly drafted are reviewed by our engagement
team. In these cases, our integrated engagement efforts support and complement our proxy voting process since, throughengagement, we can communicate our support of ESG issues and encourage positive change (irrespective of our vote.
Other engagements directly support the discovery process leading up to a proxy committee vote. This gives the committee amore comprehensive understanding of the potential impact of current and future proposals upon which the Committee isasked to vote. Finally, companies with a low ESG score offer engagement potential because low scores can indicate that acompany faces above average financial risk or reputational risk. Reducing risk is one means of protecting shareholder
value.

Identifying Engagement Opportunities

1

Proxy ballot

ESG data reports

Ownership levels•

Voting against management
proposal•Companies with low ESG
scores – generally below 50••

Controversial issues orcontentious shareholder
proposals•High Controversies and risks
listed in the reportWe attempt to engage withcompanies in which we hold ameaningful and impactful
weight, typically defined asownership above 1.5% ofshares outstanding

Environmental, Social and Governance factors are a subset of non-financial performance indicators.

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ENGAGEMENT FOCUS THEMESWhen deciding to engage with a company, we make a concerted effort to focus on the issues that we believe will have themost impact on shareholder value and rights. We organize our engagement efforts among five specific categories:
compensation, independence/accountability, diversity, sustainability, and shareholder outreach. However, we continuallyreview and adapt these focus areas to address emerging investment risks and opportunities and to respond to our clients’needs. More information on this approach can be found on our website (russellinvestment.com/about us/responsibleinvesting).

Compensation

Independence /Accountability

Diversity

We believe that aligning executive
compensation with corporate
performance is in shareholder bestinterests. This is a frequent topic
of engagement for companies withpoor compensation structure, or a
pay-for-performance disconnect.
Votes may be withheld fromdirectors who serve on
compensation committees where
the company has maintained poor
compensation practices.

The board of directors is the focal
point of corporate governance –directors represent theshareholders and are charged withsafeguarding investors’ interests.
Shareholder interests are best
represented by an independent,accountable, responsive, anddiverse board of directors. If theboard, by our evaluation, has notmade significant progress towards
implementing strategies toaddress shareholder concerns wewill consider voting against board
members.

There is increased recognition thata diverse team leads to greater
successes than a non-diverse
team, with benefits including bettertask performance and greaterorganizational stability. With that inmind, we focus our engagement
efforts in this area on increased
awareness of the impact ofdiversity on firms’ investment
performance and culture.
Proposals requesting an increasein gender or racial minority
representation are individuallyreviewed and voted on a case-bycase basis.

Environmental stewardship

Climate risk reporting

Cyber Safety

Since there is the potential for bothsignificant financial andreputational risks resulting from acompany’s sustainability practices,
it is important that companies
provide adequate disclosure
regarding the steps being taken tomitigate these risks to theirshareholders. We encourage theappropriate disclosure on ESG
issues, identifying areas in which acompany is lacking or lags peers.

We recognize the risk of financial
impacts of climate change on abusiness and potential implicationsof the lack of disclosure. In aneffort to support an industry
standard of reporting, and to better
assess company relativity, wepromote increased transparency
when necessary. We believe
increased disclosure will enable athorough assessment of risk andreturn.

Insufficient attention and protocols
surrounding client data andprivacy can lead to considerable
monetary losses. Increased
disclosure is important tounderstand board oversight ofthese risks and the company’s
procedures to reduce
vulnerabilities.

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ENGAGEMENT TRACKING AND ESCALATIONThe engagement subcommittee maintains a record of all engagement
activities including the issues discussed and outcomes. Information
relevant to a shareholder proposal that is under current consideration by
the proxy committee is circulated with the appropriate analysis. Instancesin which our engagement team views a company as unresponsive to theissues raised may lead to an escalation of votes against management
proposals and/or votes against directors.

OUTCOME TRACKING
Company changed practiceCompany committed tochange

Disclosure / report published

Increased understanding /Information

Ongoing

VotingRussell Investments // Engagement Policy

Russell Investments is a signatory to the Principles of Responsible
Investing (PRI), and our engagement team has adopted the PRI
framework for tracking engagement outcomes. Outcomes that Russell
Investments can and will pursue are listed to the left. Purchase and saledecisions are determined by Russell Investments’ or its sub-advisors
based on the investment and non-investment merits of any particularinvestment decision and the terms and conditions of applicable client andsub-advisory agreements. However, to the extent that the investment
objectives or strategy of a particular Russell Investments client oraccount takes certain ESG factors into account, our active ownership
practices could affect investment purchase and sale decisions for thoseclients or accounts.
The engagement sub-committee report engagement activity and results
to our Proxy Committee on a quarterly basis. Developments andrevisions of engagement policies/procedures are also reported during
Proxy Committee meetings where members provide additional input andapproval.
Although we consider all additional analysis and materials obtained fromour engagements in our proxy voting process, the proxy committee
always votes independently – maintaining the Russell Investments proxyvoting guidelines as the overarching authority. Securities in oursecurities lending program are restricted and recalled where we havesignificant holdings or when a merger/acquisition is presented on aballot. Additional information regarding our voting guidelines, policies andengagement activity can be found on our responsible investing website:
https://russellinvestments.com/us/about-us/responsible-investing5

CONTRIBUTING STAFF
ROB KUHARIC, WRITER, INVESTMENT STRATEGISTKRIS NELSON, WRITER, SENIOR RESEARCH ANALYSTWILLIAM PEARCE, WRITER, SENIOR PORTFOLIO MANAGER
SARAH ALVAREZ, WRITER, PROXY ANALYSTFOR MORE INFORMATION

Contact: +1 (206) 505-1604

Visit: www.russellinvestments.com

Nothing contained in this material is intended to constitute legal, tax, securities, or investment advice, nor an opinion regarding the appropriateness of any
investment, nor a solicitation of any type. The general information contained in this publication should not be acted upon without obtaining specific legal,tax, and investment advice from a licensed professional.
Russell Investments’ ownership is composed of a majority stake held by funds managed by TA Associates with minority stakes held by funds managed by
Reverence Capital Partners and Russell Investments’ management.
Frank Russell Company is the owner of the Russell trademarks contained in this material and all trademark rights related to the Russell trademarks, which
the members of the Russell Investments group of companies are permitted to use under license from Frank Russell Company. The members of the Russell
Investments group of companies are not affiliated in any manner with Frank Russell Company or any entity operating under the “FTSE RUSSELL” brand.
Copyright 2017 Russell Investments Group, LLC. All rights reserved. This material is proprietary and may not to be reproduced, transferred or distributedin any form without prior written permission from Russell Investments. It is delivered on an “as is” basis without warranty.
Date of First Use: June 2017
AI-25626 06-18

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