Mr. Mark E. Swanson Treasurer Russell Investment Company

Exhibit (h) 3.5

Xx. Xxxx X. Xxxxxxx

Treasurer

Xxxxxxx Investment Company

000 X Xxxxxx

Tacoma, WA 98402

RE: Waiver of Fees of Xxxxxxx Investment Company (“RIC”) Funds of Funds

Dear Xxxx:

The 2015 Strategy, 2025 Strategy, 2035 Strategy, 2045 Strategy, 2050 Strategy and In Retirement Funds are referred to herein as the “Funds”.

Xxxxxxx Fund Services Company (“RFSC”) agrees to waive all transfer agency and service fees to be paid by the Funds at least through May 1, 2009. This Agreement shall automatically renew annually thereafter for successive one-year periods unless otherwise agreed to by a vote of a majority of the Trustees, including a majority of the independent Trustees.

If this arrangement is acceptable to you, please sign below to indicate your acceptance and agreement and return a copy of this letter to me.

Sincerely,

XXXXXXX FUND SERVICES COMPANY

By:

Xxxx X. Xxxxx

President

Accepted and Agreed:

By:

Xxxx X. Xxxxxxx

Treasurer

Xx. Xxxx X. Xxxxxxx

Treasurer

Xxxxxxx Investment Company

000 X Xxxxxx

Tacoma, WA 98402

Re: Xxxxxxx Investment Company 2015 Strategy, 2025 Strategy, 2035 Strategy, 2045 Strategy, 2050 Strategy and In Retirement Fund (the “Funds”) Fee Waivers and Reimbursements

Dear Xx. Xxxxxxx:

Xxxxxxx Investment Management Company (“RIMCo”), as adviser to Xxxxxxx Investment Company (“RIC”), agrees to waive, until May 1, 2009, its 0.20% advisory fee for the Funds.

Xxxxxxx Fund Services Company (“RFSC”), in its capacity as transfer agent for XXX, agrees to reimburse the Funds, at least through May 1, 2009, for all Expenses paid by the Funds. This Agreement shall automatically renew annually thereafter for successive one-year periods unless otherwise agreed to by a vote of a majority of the Trustees, including a majority of the independent Trustees.

“Expenses” include all fees and expenses of the Funds due to RFSC, as administrator, State Street Bank and Trust Company or any other person under RIC’s Custodian Contract, Administrative Agreement, Distribution Agreement (each of the foregoing as may be amended from time to time) or agreements or arrangements with third parties for recordkeeping and other administrative services, as well as any other amounts due persons as a result of the Funds’ operations under any other agreement or otherwise excluding transfer and dividend disbursing agency fees (which are waived by RFSC pursuant to a separate letter agreement) and non-recurring and extraordinary expenses.

If this arrangement is acceptable to you, please sign below to indicate your acceptance and agreement and return a copy of this letter to me.

Sincerely,

XXXXXXX INVESTMENT MANAGEMENT COMPANY						XXXXXXX FUND SERVICES COMPANY
By:						By:
		Xxxx X. Xxxxx, President						Xxxx X. Xxxxx, President
Accepted and Agreed:
XXXXXXX INVESTMENT COMPANY
By:
		Xxxx X. Xxxxxxx, Treasurer