SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment
(Amendment No. )
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[X] Definitive Proxy permitted by Rule
Statement 14a-6(e)(2))
[_] Definitive
Additional Materials
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Pursuant to Section
240.14a-11(c) or
Section 240.14a-12
¨ | Preliminary Proxy Statement | ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
x | Definitive Proxy Statement | |||||
¨ | Definitive Additional Materials | |||||
¨ | Soliciting Material Pursuant to §240.14a-12 |
Russell Investment Funds
(Name
(Name of Registrant as Specified In Its Charter)
(Name
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RUSSELL INVESTMENT FUNDS
909 A STREET
TACOMA, WASHINGTON 98402
1-800-787-7354
August 24, 2007
Dear Contract Owner:
On behalf of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the dateBoard of its filing.
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RUSSELL INVESTMENT FUNDS
909 A STREET
TACOMA, WASHINGTON 98402
1-800-628-8510
Dear Shareholder:
Enclosed is a Notice of Special Meeting of shareholdersTrustees (the “Board”) of Russell Investment Funds ("RIF"(the “Trust”) we are pleased to notify you of a special meeting of the shareholders (the “Special Meeting”) of the Trust’s series (each a “Fund,” and, collectively, the “Funds”). The Special Meeting has been called forwill be held on October 3,
200325, 2007 at 9:3010:00 a.m., local time, at the Trust’s offices of RIF at 909 A Street, Tacoma, Washington 98402. The accompanying
You are entitled to provide instructions for voting shares of each Fund that your Insurance Company holds to fund your variable annuity contract or variable life insurance policy. You should read the enclosed Proxy Statement detailscarefully and submit your voting instructions.
At the proposals being
presented for consideration bySpecial Meeting, shareholders of RIF's series (each a "Fund,"
and, collectively, the "Funds").
Shareholders will be asked to consider the following proposals at the
Special Meeting:
1. To elect threeto:
Elect eight members of the Board,
Approve certain changes to the Master Trust Agreement of Trustees of RIF;
2. To approvethe Trust, and
Approve a change to each Fund's fundamental investment objective;
3. To approve the reclassificationin status of the investment objective of eachReal Estate Securities Fund from "fundamental"a “diversified company” to "non-fundamental"; and
4. To consider and act on any other business (none being known a “non-diversified company.”
as ofstated in the dateNotice of this notice) as may legally come before the Special Meeting or any
adjournment thereof.
Theof Shareholders and further explained in the enclosed materials provide details of the proposals. Proxy Statement.
A proxy or voting
instruction cardVoting Instruction Card for the Special Meeting is enclosed. IT IS IMPORTANT THAT YOU COMPLETE, SIGN AND RETURN YOUR VOTING INSTRUCTION CARD, OR TAKE ADVANTAGE OF THE FACSIMILE,
TELEPHONIC OR INTERNETELECTRONIC VOTING OR VOTING INSTRUCTION PROCEDURES DESCRIBED IN THE
PROXY OR VOTING INSTRUCTION CARD, AS SOON AS POSSIBLE TO ENSURE THAT YOUR VOTE OR INSTRUCTIONS AREIS COUNTED AT THE SPECIAL MEETING. Sincerely,
/s/ Karl J. Ege
Karl J. Ege
Secretary
The number of shares of each Fund attributable to you will be voted in accordance with your instructions. Your vote is important. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, reminding you to vote. If you have any questions in connection with these materials, please call us at 1-800-787-7354.
| Sincerely, |
 |
| Gregory J. Lyons |
| Secretary |
Note: You may receive more than one voting instruction card. PLEASE COMPLETE EACH CARD PROVIDED.
RUSSELL INVESTMENT FUNDS
909 A STREET
TACOMA, WASHINGTON 98402
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
RUSSELL INVESTMENT FUNDS
TO BE HELD ON OCTOBER 25, 2007
To the shareholders of each of Multi-Style Equity Fund, Aggressive Equity Fund, Non-US Fund
Core BondNon-U.S. Fund, Real Estate Securities Fund, Core Bond Fund, Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund and Equity Growth Strategy Fund (each a "Fund,"“Fund,” and, collectively, the "Funds"“Funds”)
909 A STREET
TACOMA, WASHINGTON 98402
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 3, 2003
-----------------
:
NOTICE IS HEREBY GIVEN that a Special Meetingspecial meeting of the shareholders of the
Funds, each a series(the “Special Meeting”) of Russell Investment Funds ("RIF"(the “Trust”), will be held at RIF'sthe Trust’s offices located at 909 A Street, Tacoma, Washington, on October 3, 200325, 2007 at 9:3010:00 a.m., local time, for the following purposes:
1. To elect three members of the Board of Trustees of RIF;
2. To approve a change to the fundamental investment objective of each
Fund;
3. To approve the reclassification of the investment objective of each
Fund from "fundamental" to "non-fundamental"; and
4. To consider and act on any other business (none being known as of the
date of this notice) as may legally come before the Special Meeting or any
adjournment thereof.
| Proposal 1: | To elect eight members of the Board of Trustees of the Trust. |
| Proposal 2: | To approve certain changes to the Liquidation Provision of the Master Trust Agreement of the Trust. |
| Proposal 3: | To approve certain changes to the Reorganization Provision of the Master Trust Agreement of the Trust. |
| Proposal 4: | To approve a change in status of the Real Estate Securities Fund from a “diversified company” to a “non-diversified company”. |
The attached Proxy Statement provides more information concerning each of the proposed items upon which shareholders and the corresponding Contract Owners will be asked to vote.
The Board of Trustees unanimously recommends that you vote in favor of the Proposals. Shareholders of record as of the close of business on July 7, 200331, 2007 are entitled to notice of and to vote at the Special Meeting or any adjournment thereof.
By Order
The Trust is seeking approval for certain actions it wishes to take, and if you are a Contract Owner, you are entitled to instruct your Insurance Company how to vote the shares of the Board of Trustees,
/s/ Karl J. Ege
Karl J. Ege
Secretary
Tacoma, Washington
July 8, 2003
Funds attributable to you under your contract or policy.
| By Order of the Board of Trustees, | ||||
| ||||
| Tacoma, Washington | Gregory J. Lyons | |||
| August 24, 2007 | Secretary | |||
IT IS IMPORTANT THAT SHARES REPRESENTED BY YOUR VOTING INSTRUCTIONSSHARES BE REPRESENTED AT THE SPECIAL MEETING! WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TAKE ADVANTAGE OF THE FACSIMILE, TELEPHONIC OR INTERNET VOTING PROCEDURES DESCRIBED IN THE PROXY CARD OR VOTING INSTRUCTION CARD.
No matter how many shares you own, your vote is important. A proxy solicitor, Computershare Fund Services, has been retained to aid in obtaining votes and in answering questions you may have regarding the Proposals. The solicitor may call you as the meeting date approaches if you have not voted. Your prompt vote will help reduce solicitation costs and will mean that you can avoid receiving follow-up phone calls or mailings requesting your vote.
RUSSELL INVESTMENT FUNDS
909 A Street
Tacoma, Washington 98402
1-800-787-7354
PROXY STATEMENT
DATED JULY 26, 2007
FOR A SPECIAL MEETING OF SHAREHOLDERS OF
Multi-Style Equity Fund
Aggressive Equity Fund
Non-U.S. Fund
Real Estate Securities Fund
Core Bond Fund
Moderate Strategy Fund
Balanced Strategy Fund
Growth Strategy Fund
Equity Growth Strategy Fund
(each a “Fund,” and, collectively, the “Funds”)
EACH A SERIES OF
RUSSELL INVESTMENT FUNDS (the “Trust”)
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
AND THE PROXY STATEMENT
GENERAL INFORMATION ABOUT THE PROPOSALS
Q. What is
General Information About the purpose of this proxy statement?
A. You are receiving these proxy materials--a booklet that includes the Proxy
Statement and one or more proxy or voting instruction cards--because you
have the right to vote or give voting instructions on important proposals
concerning your investment in your Fund(s).
Proposals
| Q. | What is the purpose of this Proxy Statement? |
| A. | You are receiving these proxy materials—that include the Proxy Statement and one or more proxy or voting instruction cards—because you have the right to vote or instruct your Insurance Company how to vote on important proposals concerning your investment in one or more of the Funds. |
The principal purpose of this Proxy Statement is to seek shareholder approval of the matters identified in the table below.
below (the “Proposals”). Following the table, before addressing the specific Proposals, this Proxy Statement provides you with important information regarding how the Funds operate.
PROPOSAL | SHAREHOLDERS SOLICITED | |||
1. | To elect | All Funds. | ||
2. | To approve changes to the | Multi-Style Equity, Aggressive Equity, Non-U.S., Real Estate Securities and Core Bond. | ||
3. | To approve changes to the Reorganization Provision of the Master Trust Agreement. | Multi-Style Equity, Aggressive Equity, Non-U.S., Real Estate Securities and Core Bond. | ||
4. | To approve a change in status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company”. | Real Estate Securities Fund only. | ||
Information About Voting
| Q. | Who is asking for my vote? |
| A. | The Board of Trustees (the “Board” or the |
| Q. | Who is eligible to vote? |
| A. | The Trust has nine series, or funds, in all. This Proxy Statement relates to all of those series (each a “Fund,” and, collectively, the “Funds”). Shareholders or Contract Owners of record of the Funds |
The Funds serve as investment vehicles for variable annuity contracts and variable life insurance policies (the "Variable Contracts"“Variable Contracts” and "Variable
Policies"“Variable Policies”) issued by various life insurance companies (the "Participating
Insurance Companies"“Insurance Companies”). Participating Insurance Companies may also invest their own general account assets in RIF.the Trust. All shares of the Funds are owned of record by sub-accounts of separate accounts ("(“Separate Accounts"Accounts”) established to fund the Variable Contracts and Variable Policies issued by the Participating Insurance Companies or by the Participating Insurance Companies in their general accounts. 2
Participating Insurance Company, to the extent required by the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”), will solicit voting instructions from Variable Contract and Variable Policy owners (the “Contract Owners”) who beneficially own shares of a Fund through a Separate Account (a "1940“1940 Act Separate Account"Account”) of such Participating Insurance
Company as of the Record Date (the "Contractowners").Date. These shares will be voted by the applicable Participating Insurance Company as timely directed by the Contractowners.Contract Owners. Each Participating Insurance Company will vote the shares of each 1940 Act Separate Account for which no timely instructions are received from a ContractownerContract Owner in the same proportion as dictated by the timely voting instructions received from other ContractownersContract Owners for shares of such Fund held in that 1940 Act Separate Account.
RIF
The Trust has been advised by certain Participating Insurance Companies that they are not required by the 1940 Act to solicit voting instructions from thecertain owners of Variable Contracts or Variable Policies who own shares of a Fund through certain of their Separate Accounts (the "Non-1940“Non-1940 Act Separate Accounts"Accounts”) and that such Participating Insurance Companies therefore will not solicit voting instructions from the Variable Contract or Variable Policy owners that beneficially own shares of a Fund through a Non-1940 Act Separate Account (and such Variable Contract or Variable Policy owners are not included in the term "Contractowners"“Contract Owners” as used herein). Fund shares held in a Non-1940 Act Separate Account will be represented at the Special Meeting by the applicable Participating Insurance Company and voted in the same proportion as the aggregate of votes cast with respect to shares of such Fund held in all of that Participating Insurance Company'sCompany’s 1940 Act Separate Accounts or in such other manner as may be required by law.
Q. How do I deliver voting instructions to my Participating Insurance Company?
A. Contractowners may instruct their Participating Insurance Company how to
vote shares of the Funds attributable to their Variable Contract or Variable
Policy in writing, by executing the enclosed voting instruction card and
returning it in the envelope provided or via facsimile, telephone or the
Internet as described in the proxy or voting instruction card. The
Participating Insurance Companies have fixed 4:00 p.m. Eastern time on
September 30, 2003 as the last day and time on which voting instructions
will be accepted. Voting instructions received after this date and time will
not be considered.
| Q. | How do I deliver voting instructions to my Insurance Company? |
| A. | Contract Owners may instruct their Insurance Company how to vote shares of the Funds attributable to their Variable Contract or Variable Policy in writing, by executing the enclosed voting instruction card and returning it in the envelope provided or via telephone or the Internet as described in the voting instruction card. |
To give voting instructions via the Internet, please access the website listed on your instruction card(s) or noted in the enclosed voting instructions. To give voting instructions via the Internet, you will need the "control number"“control number” that appears on your voting instruction card. The Internet voting procedures are designed to authenticate your identity, to allow you to give voting instructions and to confirm that your instructions have been recorded properly. If you vote via the Internet, you may incur costs associated with electronic access providers and telephone companies.
Voting instruction card(s)
Instruction cards that are properly signed, dated and received prior to 4:00 p.m. Eastern time on September 30, 2003 and proper voting instructions received via facsimile, telephone or the Internet prior to 4:00
p.m. Eastern time on September 30, 2003,the Special Meeting will be voted by your Participating
Insurance Company in accordance with the instructions received.as specified. If you sign, date and return the voting instruction card(s),card, but do not specify a vote for one or more of the Proposals, your Participating Insurance Company will vote theyour shares of each Fund represented by your voting instructions on the
Proposals for which you have not specified a vote as follows:
. IN FAVOR ofFOR electing each of the nominees to serve on the Board,FOR approval of Trusteesthe changes to the Liquidation Provision of RIF (Proposal 1);
. IN FAVORthe Master Trust Agreement of approvingthe Trust,FOR approval of the changes to the Reorganization Provision of the Master Trust Agreement of the Trust, andFORapproval of a change in status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company”. Your Insurance Company will vote each Fund’s shares held by the 1940 Act Separate Accounts for which no timely instructions are received in proportion to the investment objective, currently a
fundamental investment restriction, of each Fund, (Proposals 2(a) through
2(e), voted on a Fund-by-Fund basis); and
. IN FAVOR of approving a change to the fundamental investment objective of
each Fund to make it non-fundamental (Proposal 3, voted on a Fund-by-Fund
basis).
3
Q. If I send my voting instructions in now as requested, can I change my
instructions later?
A. Contractownerswhich are received with respect to such Fund.
| Q. | If I send my proxy or voting instruction card in now as requested, can I change or revoke my vote later? |
| A. | Contract Owners may revoke their instructions by submitting, before the meeting, written notice of revocation, a later-dated instruction card or a later-dated vote via telephone or the Internet. |
Shareholders may revoke their voting instructionsproxy at any time prior to 4:00 p.m. Eastern time on September 30, 2003its exercise by voting in person at the Special Meeting or by submitting before the meeting written notice of revocation, a later-dated instruction cardproxy or a later-dated voting
instructionvote via facsimile, telephone or the Internet. Revocations
| Q. | How do the Trustees recommend that I instruct my Insurance Company to vote for these Proposals? |
| A. | The Trustees recommend that you instruct your Insurance Company to voteFOR each Proposal. |
| Q. | Whom should I call for additional information about this Proxy Statement? |
| A. | Please call Computershare Fund Services, the Trust’s information agent, toll-free at 1-866-525-2720. |
General Information About the Funds
| Q. | How are the Funds managed? |
| A. | The Trust is an open-end, management investment company organized under the laws of the Commonwealth of Massachusetts, with principal offices located at 909 A Street, Tacoma, Washington 98402. |
The Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund and Equity Growth Strategy Fund are funds of voting
instructions received after this date and time will not be accepted.
Q. How do the Trustees recommendfunds that I vote for these proposals?
A. The Trustees recommend that Shareholders and Contractowners vote FOR each
proposal.
Q. Whom should I call for additional information about this Proxy Statement?
A. Please call D.F. King & Co., Inc., RIF's information agent, toll-free at
1-800-628-8510.
GENERAL INFORMATION ABOUT THE FUNDS
Q. How are the Funds managed?
A. RIF is an open-end, management investment company organized under the lawsinvest in other funds managed by Russell Investment Management Company (“RIMCo”) (the “Funds of the Commonwealth of Massachusetts, with principal offices located at 909
A Street, Tacoma, Washington 98402.
Funds”).
Under Massachusetts law, each Fund is a "sub-trust"“sub-trust” of RIF.the Trust. The management of the business and affairs of RIFthe Trust is the responsibility of the Board. The Board oversees the Funds'Funds’ operations, including reviewing and approving the Funds'Funds’ contracts with the Funds'Funds’ investment adviser, Frank Russell
Investment Management Company ("FRIMCo")RIMCo and the Funds'Funds’ respective sub-advisers ("(“Money Managers"Managers”). RIF'sThe Trust’s officers are responsible for the day-to-day management and administration of the Funds'Funds’ operations. TheFor all Funds except the Funds of Funds, the Money Managers are responsible for selection of individual portfolio securities for the assets assigned to them.
Except for the Funds of Funds, RIMCo selects, subject to the approval of the Fund’s Board, Money Managers for the Funds, allocates Fund assets among Money Managers, oversees the Money Managers and evaluates the performance results. The Funds’ Money Managers select the individual portfolio securities for the assets assigned to them and either RIMCo or the Money Manager arranges for execution of portfolio securities transactions. The Funds of Funds invest in other Russell Investment Funds (“RIF”) or Russell Investment Company (“RIC”) Funds. RIMCo, as agent for RIF, pays the Money Managers’ fees for the Funds, as a fiduciary for the Funds, out of the advisory fee paid by the Funds to RIMCo. The remainder of the advisory fee is retained by RIMCo as compensation for the services described above and to pay expenses.
The Trust has received an exemptive order from the U.S. Securities and Exchange Commission ("SEC"(“SEC”) which permits RIF,RIMCo, with the approval of the Board, to engage and terminate Money Managers without a shareholder vote. Please see
page 22 ofAppendix B to this Proxy Statement for a list oflists the current Money Managers for the Funds. TheThere may be changes to the Money Managers between the date you receive this proxy statement and the date of the meetings. However, the Money Managers will not change as a result of the Proposals that Shareholders are being asked to consider at the Special Meeting.
THE PROPOSALS
TO ELECT THREEEIGHT MEMBERS OF THE BOARD OF TRUSTEES
At their meeting held on May 20, 2003,22, 2007, the Trustees determined to present the election of three trustees who have not been previously elected by the
Shareholderseight Trustees to hold office until their respective successors are elected and qualified. RIFqualified, of which seven currently has ten trustees,serve as Trustees of the Trust. Of the seven Trustees who currently serve on the Board of whomthe Trust, four have previously been elected by RIF'sthe Trust’s Shareholders. This Proposal 1 will not affect the status of
these seven Trustees. Each of thesethe Trustees and, if elected, each of the
nominees, will continue to hold office during the lifetime of RIFthe Trust except as such Trustee sooner dies, retires (or reaches the mandatory retirement age of 72), resigns or is removed, as provided for in RIF'sthe Trust’s Master Trust Agreement. RIFAgreement (the “Master Trust Agreement”). The Trust also has twosix Trustees Emeritus. Trustees Emeritus do not have the power to vote on matters coming before the Board, or to direct the vote of any Trustee, and generally are not responsible or accountable in any way for the performance of the Board'sBoard’s responsibilities.
For election as Trustees at the Special Meeting, the Board has nominated Thaddas L. Alston, Kristianne Blake, Daniel P. Connealy, Jonathan Fine, Greg J. Stark, Raymond P. Tennison, Jr., Jack R. Thompson and Julie W. Weston (the “Nominees”). Mr. Alston, Mr. Fine, Mr. Stark and Mr. Thompson have not previously been elected by Shareholders. Mr. Stark will be deemed an “interested person” of the Trust for purposes of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) because of his affiliation with RIMCo. None of the other Nominees is an “interested person” of the Trust (collectively, the “Independent Trustees”). Each Nominee has indicated that he or she is willing to serve as a Trustee. The Trust is submitting for Shareholder approval the election of the Trustees in order to meet the requirement under the 1940 Act that at least two-thirds of the Trustees have been elected by Shareholders. After careful consideration, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to submit for their approval the election of each of the Nominees, even if previously elected.
The proxies will vote for the election of each Nominee unless you withhold authority to vote for any or all of them in the proxy. If any or all of the Nominees should become unavailable for election due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Trustees may recommend.
In considering the nomineesNominees for election as Trustees of RIF,the Trust, the Trustees took into account the qualifications of each nomineeNominee and the concern for the continued efficient conduct of RIF'sthe Trust’s business. In particular, the Trustees considered the requirements of the 1940 Act as they apply to the election of Trustees generally and the nomineesNominees in particular.
The Board has determined
that Proposal 1 is in the best interests of the Shareholders of each Fund.
RIFTrust does not hold regular annual Shareholder meetings. The Board may call special meetings of Shareholders for action by Shareholder vote as may be required by the 1940 Act or required or permitted by the Master Trust Agreement 4
RIF.the Trust. In compliance with the 1940 Act, Shareholder meetings will be held to elect Trustees whenever fewer than a majority of the Trustees holding office have been elected by the Shareholders or, in the case of filling vacancies, to assure that at least two-thirds of the Trustees holding office after vacancies are filled have been elected by Shareholders.
The Nominees
No Nominee is a party adverse to the Trust or any of its affiliates in any material pending legal proceedings, nor does any Nominee have an interest materially adverse to the Trust.
The following tables set forth information is providedconcerning the Nominees for each nominee. It includes the nominee's name, principal occupation(s) or employment during the past five
years, date of birth, addressBoard and directorships with other companies that file
reports periodically with the SEC. Each nominee is currently a Trustee of RIF.
Ms. Weston and Mr. Connealy are not "interested persons" of RIF as defined in
Section 2(a)(19)officers of the 1940 Act. Mr. Phillips is an interested person of RIF
by virtue of his employment by Frank Russell Company, the parent of FRIMCo.
Each nominee currently oversees 37 funds in the Russell Fund complex.Trust. The Russell Fund complexComplex consists of RIFthe Trust and Frank Russell Investment Company
("FRIC"). The addressRIC.
Nominees
Nominees for each nominee listed below is 909 A Street, Tacoma,
Washington 98402-1616.
Election as Interested Trustees
Name, Age, | Position(s) | Term of | Principal | No. of | Other | |||||
Greg J. Stark, Born May 3, 1968 909 A Street Tacoma, Washington 98402-1616 | President and | Until successor is chosen and qualified by Trustees | • President and CEO, RIC and RIF • Chairman of the Board, President and CEO, RIMCo • Chairman of the Board, President and • Chairman of the Board and President, Russell Insurance Agency, Inc. (insurance agency (“RIA”)) • Until 2004, Managing Director of Individual Investor Services, FRC • 2000 to 2004, Managing Director, Sales and Client Service, RIMCo | 44 | None |
| * | Each Trustee is subject to mandatory retirement at age 72. |
Nominees for Election as Independent Trustees
Name, Age, | Position(s) | Term of | Principal Occupation(s) During the Past | No. of | Other | |||||
| INDEPENDENT TRUSTEES | ||||||||||
Thaddas L. Alston Born April 7, 1945 909 A Street Tacoma, Washington 98402-1616 | Trustee since 2006 | Appointed until successor is duly elected and qualified | • Senior Vice President, Larco Investments, Ltd. (real estate firm) | 44 | None | |||||
Name, Age, | Position(s) | Term of | Principal Occupation(s) During the Past | No. of | Other | |||||
Kristianne Blake, Born January 909 A Street Tacoma, Washington |
• Trustee since • Chairperson since 2005 | • Appointed until successor is duly elected and • Annual | • Director and Chairman of the • Trustee, Principal Investors Fund and Principal Variable Contracts Fund (investment company) • Regent, University of • President, • February 2002 to June 2005, Chairman of the • Trustee and Chairman of the |
| 44 | • Director, Avista • (electric utilities); • Trustee, • Trustee, Principal Variable Contracts Fund (investment company) | |||||||||
Daniel P. Connealy Born June 6, 1946 909 A Street Tacoma, Washington 98402-1616 | • Trustee since 2003 • Chairman of the Audit Committee since 2005 | • Appointed until successor is duly elected and qualified • Appointed until successor is duly elected and qualified | • June 2004 to present, Senior Vice President and Chief Financial Officer, Waddell & Reed Financial, Inc. • 2003, Retired • 2001 – 2003, Vice President and Chief Financial Officer, Janus Capital Group Inc. • 1979 – 2001, Audit and Accounting Partner, PricewaterhouseCoopers LLP | 44 | None | |||||
Jonathan Fine, Born July 8, 1954 909 A Street Tacoma, Washington 98402-1616 | Trustee since | Appointed until successor is duly elected and qualified | • President and Chief Executive Officer, United Way of King County, WA | 44 | None | |||||
Raymond P. Tennison, Jr. 909 A Street Tacoma, Washington 98402-1616 | Trustee since 2000 | Appointed until successor is duly elected and qualified | • President, Simpson Investment Company and several additional subsidiary companies, including Simpson Timber Company, Simpson Paper Company and Simpson Tacoma Kraft Company | 44 | None | |||||
Name, Age, | Position(s) | Term of | Principal Occupation(s) During the Past | No. of | Other | |||||
Jack R. Thompson, 909 A Street Tacoma, Washington 98402-1616 | Trustee since 2005 | Appointed until successor is duly elected and qualified | • September 2003 to present, Independent Board Chair and Chairman of the Audit Committee, Sparx Japan Fund • May 1999 to May 2003, President, Chief Executive Officer and Director, Berger Financial Group, LLC • May 1999 to May 2003, President and Trustee, Berger Funds | 44 | Director, Sparx Japan Fund (investment company) | |||||
Julie W. Weston, Born 909 A Street Tacoma, Washington 98402-1616 | • Trustee since 2002 | • Appointed until successor is duly elected and qualified | • Retired since 2000 • 1987 to 2002, Director, Smith Barney Fundamental Value Fund | 44 | None | |||||
• Chairperson of the Investment Committee since 2006 | • Appointed until successor is duly elected and qualified | |||||||||
| * | Each Trustee is subject to mandatory retirement at age 72. |
Officers
Name, Age, Address | Position(s) Held With | Term of Office | Principal | |||
OFFICERS | ||||||
Cheryl Wichers Born December 16, 1966 909 A Street Tacoma, Washington 98402-1616 | Chief Compliance Officer since 2005 | Until removed by Independent Trustees | • Chief Compliance Officer, RIC • Chief Compliance Officer, RIF • Chief Compliance Officer, RIMCo • April 2002-May 2005, Manager, Global Regulatory Policy • 1998-2002, Compliance Supervisor, Russell Investment Group | |||
Greg J. Stark, Born May 3, 1968 909 A Street Tacoma, Washington 98402-1616 | President and Chief | Until successor is chosen and qualified by Trustees | • President and • Chairman of the Board, President and CEO, RIMCo • Chairman of the Board, President and CEO, RFD • Chairman of the Board and President, Russell Insurance Agency, Inc. (insurance agency (“RIA”)) • Until 2004, Managing Director of Individual Investor Services, • 2000 to 2004, Managing Director, Sales and Client Service, RIMCo | |||
Mark E. Swanson, Born November 26, 1963 909 A Street Tacoma, Washington 98402-1616 | Treasurer and Chief Accounting Officer | Until successor is chosen and | • Treasurer, Chief Accounting Officer and CFO, RIC and RIF • Director, Funds Administration, • Treasurer and Principal Accounting Officer, SSgA Funds | |||
Thomas F. Hanly, Born November 909 A Street Tacoma, Washington 98402-1616 | Chief Investment Officer since 2004 | Until removed by Trustees | • Chief Investment Officer, RIC, RIF, FRC, RTC • Director and Chief Investment Officer, RIMCo and RFD • 1999 to 2003, Chief Financial Officer, FRC, RIC and RIF | |||
Gregory J. Lyons, Born August 24, 1960 909 A Street Tacoma, Washington 98402-1616 | Secretary since 2007 | Until successor is chosen and qualified by Trustees | • Associate General Counsel and Assistant Secretary, FRC and • Director • Secretary and | |||
Remuneration of the Trustees and Officers
The Trust pays fees only to the Independent Trustees. Compensation of Short-Term Since 2001 Director of Short-Term
Born July 20, 1960 Investment Funds Investment Funds, FRIC,
RIF, FRIMCo and Frank
Russell Trust Company.
From 1991 to 2001,
Portfolio Manager, FRIC,
RIF, FRIMCo and Frank
Russell Trust Company
- --------
** All officers serve for one year and until their successorsTrustees who are duly elected
and qualified; provided, however, that any officer may be removed at any
time either with“interested persons” of the Trust is paid by RIMCo or without cause,its affiliates. The Trust’s officers are appointed by the Board.
9
TRUSTEE COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
TRUSTEE | AGGREGATE COMPENSATION FROM RIF | PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF RIF EXPENSES | ESTIMATED ANNUAL BENEFITS UPON RETIREMENT | TOTAL COMPENSATION FROM RIF AND RUSSELL FUND COMPLEX PAID TO TRUSTEES | ||||||||
INTERESTED TRUSTEES | ||||||||||||
Michael J. Phillips* | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||
INDEPENDENT TRUSTEES | ||||||||||||
Thaddas L. Alston** | $ | 2,059 | $ | 0 | $ | 0 | $ | 54,167 | ||||
Kristianne Blake | $ | 5,392 | $ | 0 | $ | 0 | $ | 140,500 | ||||
Daniel P. Connealy | $ | 3,725 | $ | 0 | $ | 0 | $ | 97,000 | ||||
Jonathan Fine | $ | 3,341 | $ | 0 | $ | 0 | $ | 87,000 | ||||
Raymond P. Tennison, Jr. | $ | 3,343 | $ | 0 | $ | 0 | $ | 87,000 | ||||
Jack R. Thompson | $ | 3,341 | $ | 0 | $ | 0 | $ | 87,000 | ||||
Julie W. Weston | $ | 3,629 | $ | 0 | $ | 0 | $ | 94,500 | ||||
| * | Effective December 31, 2006, Mr. Phillips retired from the Board of Trustees. |
| ** | Mr. Alston was elected to the Board of Trustees effective May 1, 2006. |
| *** | Mr. Anderson was elected Trustee Emeritus effective January 1, 2007. |
Trustee Ownership of Fund Shares
The table below sets forth the dollar range of the value of the shares of each Fund, and the dollar range of the aggregate value of the shares of all funds in the Russell Fund Complex, owned directly or beneficially by the Trustees, including the nominees,Nominees, as of DecemberMarch 31, 2002.2007. The Russell Fund Complex consists of RIFthe Trust and FRIC.
RIC.
EQUITY SECURITIES BENEFICIALLY OWNED BY TRUSTEES
FOR THE CALENDAR YEARPERIOD ENDED DECEMBERMARCH 31, 2002
2007
TRUSTEE | DOLLAR RANGE OF EQUITY SECURITIES IN EACH FUND | AGGREGATE DOLLAR RANGE TRUSTEES IN RUSSELL FUND | ||
INTERESTED TRUSTEES | ||||
Greg J. Stark* | None | None | ||
INDEPENDENT TRUSTEES | ||||
Thaddas L. | None | None | ||
Kristianne Blake | None | Over $100,000 | ||
Daniel P. | None | Over $100,000 | ||
Jonathan Fine | None | Over $100,000 | ||
Raymond P. Tennison, Jr. | None | Over $100,000 | ||
Jack R. Thompson | None | $50,001-$100,000 | ||
Julie W. | None | $ |
| * | Mr. Stark is not currently a member of the Board of Trustees. |
| ** | Mr. Alston was elected to the Board of Trustees effective May 1, 2006. |
Trustees RIF paysare paid an annual retainer plus meeting attendance and chairperson fees, onlyboth at the Board and Committee levels, in addition to the independent Trustees. Compensation ofany travel and other expenses incurred in attending Board and Committee meetings. The Trust’s officers and Trustees whoemployees are "interested persons" of RIF is paid by FRIMCoRIMCo or its affiliates.
Board Meetings, Committees, and Other Related Matters
The following representsBoard of Trustees is responsible for overseeing generally the compensation paidoperation of the Funds, including reviewing and approving the Funds’ contracts with RIMCo, the Funds’ Adviser, and the Money Managers. Generally, a Trustee may be removed at any time by a vote of two-thirds of the Trust’s Shares. A vacancy in the Board is filled by a vote of a majority of the remaining Trustees so long as after filling such vacancy, two-thirds of the Trustees have been elected by shareholders.
There are six Trustees Emeritus. Trustees Emeritus do not have the power to eachvote on matters coming before the Board, or to direct the vote of any Trustee, and generally are not responsible or accountable in any way for the fiscalperformance of the Board’s responsibilities.
The officers, all of whom are employed by and are officers of RIMCo or its affiliates, are responsible for the day-to-day management and administration of the Funds’ operations. The Board met seven times during the year ended December 31, 2002.2006. The Russell Fund Complex consistsBoard does not have a policy with regard to Trustee attendance at special meetings of FRICthe Shareholders. Each Trustee attended or participated telephonically in at least 75% of all Board and RIF.
TRUSTEE COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
The Board does not provide a process for Shareholders to send communications to the Board. To date, the Board has not considered providing a process for Shareholders to send communications to the Board.
The Board of Trustees on April 24, 2003.
**** Ms. Weston was elected to the Board of Trustees on August 19, 2002.
The Russell Fund Complex currently pays each of the independent Trusteeshas established a retainer of $52,000 per year, $5,000 for each regular quarterly meeting
attended in person, $2,000 for each special meeting attended in person, and
$2,000 for each Jointstanding Audit Committee, meeting ora standing Nominating and Governance Committee meeting attended in person. and a standing Investment Committee.
The Trust’s Board of Trustees receivehas adopted and approved a $500 feeformal written charter for attending an in-person meeting by phone insteadthe Audit Committee, which sets forth the Audit Committee’s current responsibilities. The Audit Committee’s primary functions are: (1) oversight of receivingthe Funds’ accounting and financial reporting policies and practices and their internal controls and, as appropriate, the internal controls of certain service providers; (2) oversight of the quality and objectivity of the Funds’ financial statements and the independent audit thereof; and (3) to act as liaison between the Funds’ Independent Registered Public Accounting Firm and the full fee hadBoard. The Audit Committee reviews the member attended in person. Outmaintenance of pocket expenses are also paidthe Funds’ records and the safekeeping arrangements of the Trust’s custodian, reviews both the audit and non-audit work of the Trust’s Independent Registered Public Accounting Firm, submits a recommendation to the Board as to the selection of the Independent Registered Public Accounting Firm, and pre-approves (i) all audit and non-audit services to be rendered by the Fund
Complex. Independent Registered Public Accounting Firm for the Trust, (ii) all audit services provided to RIMCo, or any affiliate thereof that provides ongoing services to the Trust, relating to the operations and financial reporting of the Trust, and (iii) all non-audit services relating to the operations and financial reporting of the Trust, provided to RIMCo, or any affiliate thereof that provides ongoing services to the Trust, by any auditors with an ongoing relationship with the Trust. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the auditor’s responsibility to plan and carry out a proper audit. Currently, the Audit Committee members consist of Messrs. Raymond P. Tennison, Jr., Daniel P. Connealy, and Jonathan Fine, each of whom is an Independent Trustee. For the fiscal year ending December 31, 2006, the Audit Committee held five meetings.
The LeadTrust’s Board of Trustees has adopted and approved a formal written charter for the Nominating and Governance Committee, which sets forth the Nominating and Governance Committee’s current responsibilities. A copy of the charter is not available on the Trust’s website, but can be found attached to this Proxy Statement under Appendix A. The primary functions of the Nominating and Governance Committee are to: (1) nominate and evaluate individuals for Trustee is paid a feemembership on the Board, including individuals who are not interested
persons of $10,000 per year, and each Committee
Chair is paid a fee of $6,000 per year. The Russell Fund Complex pays each
independentthe Trust for Independent Trustee Emeritusmembership; (2) supervise an annual retainer equal to 80%assessment by the Trustees taking into account such factors as the Committee may deem appropriate; (3) review the composition of the annual
retainerBoard; (4) review Trustee compensation; and (5) make nominations for independentmembership on all Board committees and review the responsibilities of each committee. When seeking to fill vacancies on the Board or adding Trustees in effect atto the then existing membership, the Nominating and Governance Committee identifies potential nominees through its network of contacts, and may also engage, if it deems appropriate, a professional search firm. The Nominating and Governance Committee meets to discuss and consider such candidates’ qualifications and then chooses a candidate by majority vote to recommend to the full Board for its consideration. The Committee will not consider nominees recommended by Shareholders of the Funds. Currently, the Nominating and Governance Committee members consist of Messr. Raymond P. Tennison and Mses. Julie W. Weston and Kristianne Blake, each of whom is an Independent Trustee. For the fiscal year ending December 31, 2006, the Nominating and Governance Committee held two meetings.
In evaluating all candidates for membership on the Board, the Nominating and Governance Committee, according to its charter, should consider, among other factors that it may deem relevant:
whether or not the person is willing and able to commit the time suchnecessary for the performance of the duties of a Trustee;
whether the person is electedotherwise qualified under applicable laws and regulations to serve as a Trustee;
the contribution which the person may be expected to make to the Board and the Trust, with consideration being given to the person’s business and professional experience, board experience, education and such other factors as the Nominating and Governance Committee, in its sole judgment, may consider relevant; and
the character and integrity of the person.
In evaluating Independent Trustee Emeritus.
candidates, the Nominating and Governance Committee, according to its charter, should also consider, among other factors that it may deem relevant:
whether or not the person is an “interested person” as defined in the 1940 Act;
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Trust management, RIMCo, any money manager or any other principal Trust service providers or their affiliates;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; and
whether or not the selection and nomination of the person would be consistent with the requirements of the Trust’s retirement policies.
The Trust’s Board of Trustees has adopted and approved a formal written charter for the Investment Committee, which sets forth the Investment Committee’s current responsibilities. The Investment Committee: (1) shall regularly review and monitor the investment strategies and investment performance of the Funds; (2) shall review the kind, scope, and format of, and the time periods covered by, the investment performance data and related reports provided to the Board; (3) may review the investment performance benchmarks and peer groups used in reports delivered to the Board; (4) may review such matters that are related to the investment strategies and investment performance of the Trust’s funds as would be considered by the Board as the Committee may deem to be necessary or appropriate; and (5) may meet with any officer of the Trusts, or officer or other representative of RIMCo, any subadviser to a fund or other service provider to the Trusts. Currently, the Investment Committee members consist of Mses. Julie W. Weston and Kristianne Blake and Messrs. Thaddas L. Alston and Jack R. Thompson, each of whom is an Independent Trustee. For the fiscal year ending December 31, 2006, the Investment Committee held four meetings.
Required Vote
The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the election of the nominees.Nominees. A Shareholder or Contractowner providing voting instructions may vote for or withhold authority with respect to any or all of the nominees.Nominees. If an executed proxy card or voting instruction card is received without voting instructions, the shares will be voted for each of the nomineesNominees named herein.
Your Insurance Company will vote each Fund’s shares held by the Accounts for which no timely instructions are received in proportion to the voting instructions which are received with respect to such Fund.
The nomineesNominees have consented to being named in this Proxy Statement and to serve if elected. RIFThe Trust knows of no reason why the nomineesNominees would be unable or unwilling to serve if elected. Should any of the nomineesNominees become unable or unwilling to accept nomination or election prior to the Special Meeting, the persons named on the proxy card will exercise their voting power to vote for such substitute person or persons as the current Trustees of RIFthe Trust may recommend.
11
RIF's
The Master Trust Agreement requires that the Trustees be elected by a "plurality"“plurality” vote. Therefore, the three nomineeseight Nominees who receive the greatest number of affirmative votes cast by the Shareholders of RIFthe Trust who are present at the Special Meeting in person or by proxy will be declared elected, provided that there is a sufficient number of shares represented in person or by proxy to meet the quorum requirements set forth in RIF'sthe Master Trust Agreement. Because
the Participating Insurance Companies are the only Shareholders of RIF, the
presence of the Participating Insurance Companies at the Special Meeting in
person or by proxy will meet the quorum requirement.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND AND CONTRACTOWNERS PROVIDING VOTING
INSTRUCTIONS
VOTE "FOR"“FOR” THE ELECTION OF EACH OF THE THREEEIGHT NOMINEES TO
SERVE ON THE BOARD OF TRUSTEES AS DESCRIBED IN
PROPOSAL 1. ANY EXECUTED UNMARKED PROXY CARDS AND VOTING INSTRUCTION THAT
ARE RETURNED ON A TIMELY BASIS WILL BE SO VOTED.
TO APPROVE CERTAIN CHANGES TO THE LIQUIDATION PROVISION
OF THE MASTER TRUST AGREEMENT
This proposal will be voted on separately by Shareholders of Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund and Core Bond Fund only.
After careful consideration, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to allow any Fund to be liquidated or terminated without the specific approval of the Shareholders of such Fund. To effect this change, the Board of Trustees has unanimously approved and recommends for approval by Shareholders an amendment to the Trust’s Master Trust Agreement providing an exception from the provision that gives Shareholders of the following Funds the right to vote on any potential liquidation or termination of those Funds:
Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund and Core Bond Fund.
The amendment also clarifies and simplifies the liquidation and termination provision of the Master Trust Agreement.
This amendment applies only to liquidations and terminations, and does not apply to reorganizations. Shareholders are being asked to vote on an amendment to the Master Trust Agreement relating to reorganizations in a separate proposal.
The current liquidation provision of the Master Trust Agreement allows for Funds established on or after August 23, 2005 to be liquidated or terminated without Shareholder approval. Funds established before August 23, 2005 must receive Shareholder approval before a liquidation or termination can occur. The Board of Trustees believes that standardizing the liquidation provision for all Funds of the Trust may enhance efficiency in administering the various Funds. The revised liquidation provision would also give the Board of Trustees added flexibility to make decisions they feel are in the Shareholders’ best interests when considering a Fund liquidation or termination, without causing a Fund to incur the time and expense of soliciting Shareholder approval where, in the Board’s judgment this is in the best interest of Shareholders.
Although the Board of Trustees unanimously agrees that this amendment to the Master Trust Agreement is in the best interests of the Trust’s Shareholders, the amendment would remove the right of Shareholders of a Fund to vote on proposed liquidations or terminations of that Fund. If the amendment is approved, Shareholders of a Fund will no longer be required or entitled to vote on the liquidation or termination of that Fund. Therefore, this amendment to the Master Trust Agreement must be approved by the Shareholders of those Funds. The amendment will not alter in any way the Board of Trustees’ existing fiduciary obligations to act with due care and in the Shareholders’ interests. Before using any new flexibility that the proposed amendment may afford, the Board of Trustees must first consider the Shareholders’ interests and then act in accordance with such interests. Notwithstanding the above, if the proposed amendment is approved, the Board of Trustees maintains the right, in its sole discretion, to seek Shareholder approval of a proposed termination of a Fund.
Section 4.2(d) of the Master Trust Agreement addresses liquidations and terminations of Funds. Appendix C, attached hereto, highlights the differences in the current language of Section 4.2(d) and the proposed amended language of Section 4.2(d). If Proposal 2 is approved, Section 4.2(d) will be restated in its entirety as follows:
(d)Liquidation and Termination. (1) Except as set forth below, the Trustees may not terminate any Sub-Trust of the Trust without the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust. Upon the termination of the Trust or any Sub-Trust of the Trust:
(i) The Trust or Sub-Trust of the Trust shall carry on no business except for the purpose of winding up its affairs;
(ii) The Trustees shall proceed to wind up the affairs of the Trust or Sub-Trust of the Trust and all the powers of the Trustees under this Agreement shall continue until the affairs of the Trust or Sub-Trust of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or Sub-Trust of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining assets or assets of the Sub-Trust to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; and
(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining assets of the Trust or assets of the Sub-Trust, in cash or in kind or partly in cash and partly in kind, among the Shareholders of the Trust or the Sub-Trust according to their respective rights. The assets so distributable to the Shareholders of any particular Sub-Trust shall be distributed among such Shareholders in proportion to the number of Shares of that Sub-Trust held by them and recorded on the books of the Trust, adjusted for such distinctions between Shares of Classes of a Sub-Trust as the Trustees, in their discretion, deem just and equitable.
The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the termination of any Class of any Sub-Trust.
(2) After termination of the Trust or Sub-Trust or Class and distribution to the Shareholders of the Trust or Sub-Trust or Class as herein provided, the Trustees shall thereupon be discharged from all further liabilities and duties hereunder with respect to the Trust or Sub-Trust or Class, and the rights and interests of all Shareholders of the Trust or Sub-Trust or Class shall thereupon cease.
(3) Notwithstanding the above provisions of Section 4.2(d), the Trustees may, without the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of a Sub-Trust, by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office, terminate any of the following Sub-Trusts of the Trust, or any Class of any such Sub-Trust, at any time by prior written notice to the Shareholders of that Sub-Trust or Class:
Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund, Core Bond Fund, Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund and Equity Growth Strategy Fund.
Required Vote
The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of the changes to the liquidation provision of the Master Trust Agreement set forth above for each Fund. A Shareholder may vote for or against the proposal for each Fund. If an executed proxy card is received without voting instructions, the shares will be voted to approve the proposal for each Fund.
Your Insurance Company may vote each Fund’s shares held by the Accounts for which no timely instructions are received in proportion to the voting instructions which are received with respect to such Fund.
Pursuant to the Master Trust Agreement, the Shareholders of each Fund will vote separately on the proposal. The Master Trust Agreement requires that in order for the proposal to be effective with respect to a Fund, the proposal must be approved by the vote of Shareholders of the Fund holding a majority of the shares of the Fund present at a meeting of Shareholders at which a quorum is present. Approval of the proposal by Shareholders of any one Fund is not contingent on the approval of the proposal by Shareholders of any other Fund. To the extent that the proposal is not approved by Shareholders of a Fund, then the termination of that Fund will continue to require approval by Shareholders of that Fund.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE
“FOR” THE APPROVAL OF CERTAIN CHANGES TO THE
LIQUIDATION PROVISION OF THE MASTER TRUST AGREEMENT
AS DESCRIBED IN PROPOSAL 2. ANY EXECUTED UNMARKED PROXY
CARDS THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO VOTED.
PROPOSALS 2(a)-2(e):
APPROVAL OF A CHANGE
PROPOSAL 3
TO APPROVE CERTAIN CHANGES TO THE INVESTMENT OBJECTIVES REORGANIZATION PROVISION
OF THE FUNDS
Pursuant toMASTER TRUST AGREEMENT
This proposal will be voted on separately by Shareholders of Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund and Core Bond Fund only.
After careful consideration, the 1940 Act, eachBoard of the FundsTrustees has adopted and operates
according to a stated investment objective. The investment policies,
restrictions, strategies and activities of each Fund are guided by, and
designed to achieve, the Fund's stated investment objective. Each Fund is
subject to an investment objective that currently is a fundamental investment
restriction, meaningconcluded that it may not be changed without Shareholder approval.
These investment objectives were established at the inception of the Funds and
reflected market conditions and circumstances at that time and the manner in
which FRIMCo then wished to conduct the Funds' investment programs. In many
cases, market conditions and circumstances have changed since the Funds'
inceptions and are expected to continue to change.
The proposed changes are designed to clarify the investment objectives and,
by doing so, avoid possible investor confusion, facilitate the efforts of
FRIMCo to conduct the investment programs of the Funds and reduce
administrative burdens associated with clarifying the meaning of and monitoring
compliance with the current investment objectives. In addition, clarification
of the investment objectives of the Funds may facilitate the marketing of the
Funds. In such event, Shareholders could benefit from the economies of scale
resulting from increases in the Funds' total assets and consequent decreases in
their expense ratios. The changes proposed in the investment objectives for the
Funds will not affect materially the manner in which such Funds are managed.
The Funds' principal investment strategies will not change. The current
investment strategies and policies of the Funds can be found in the current RIF
prospectuses. The Board considered the foregoing in making its determination
that Proposals 2(a)-2(e) areis in the best interests of the Trust’s Shareholders to allow the reorganization (including merger) of any Fund without the specific approval of the Shareholders of eachsuch Fund. 12
The currentTo effect this change, the Board of Trustees has unanimously approved and proposed objectivesrecommends for approval by Shareholders an amendment to the Funds
The current and proposed investment objectives forTrust’s Master Trust Agreement providing an exception from the Funds, a summary of
their principal investment strategies and a discussion of the effect of
changing the investment objective are set forth in the chart below:
Current Investment Proposed Investment
Proposal Fund Objective Objective
- -------- ---- --------- ---------
2(a) Multi- To provide income and capital growth by Seeks to provide long term capital growth.
Style investing principally in equity securities.
Equity
Principal Investment Strategy
-----------------------------
The Multi-Style Equity Fund invests primarily in common stocks of medium and large
capitalization companies, most of which are US based. The Fund employs a "multi-style,
multi-manager" approach whereby portions of the Fund are allocated to different money
managers who employ distinct investment styles. The Fund uses three principal
investment styles intended to complement one another: a Growth Style, a Value Style and
a Market-Oriented Style. The Fund intends to be fully invested at all times.
Effect of changing the investment objective
-------------------------------------------
Pursuant to its principal investment strategy, the Fund invests in securities that its Money
Managers believe will provide income and capital growth. If the proposed investment
objective is approved, the Fund would continue to invest in such securities, but income
would no longer be a stated investment goal.
Current Investment Proposed Investment
Proposal Fund Objective Objective
- -------- ---- --------- ---------
2(b) Aggressive To provide capital appreciation by Seeks to provide long term capital growth.
Equity assuming a higher level of volatility than is
ordinarily expected from the Multi-Style
Equity Fund by investing in equity
securities.
Principal Investment Strategy
-----------------------------
The Aggressive Equity Fund invests primarily in common stocks of small and medium
capitalization companies, most of which are US based. The Fund's investments may
include companies that have been publicly traded for less than five years and smaller
companies, such as companies not listed in the Russell 2000(R) Index. The Fund employs
a "multi-style, multi-manager" approach whereby portions of the Fund are allocated to
different money managers who employ distinct investment styles. The Fund uses three
principal investment styles intended to complement one another: a Growth Style, a Value
Style and a Market-Oriented Style. The Fund intends to be fully invested at all times. A
portion of the Fund's net assets may be "illiquid securities" (i.e., securities that do not
have a readily available market or that are subject to resale restrictions).
Effect of changing the investment objective
-------------------------------------------
Pursuant to its principal investment strategy, the Fund invests in securities that its Money
Managers believe will provide capital appreciation. If the proposed investment objective
is approved, the Fund would continue to invest in such securities, but capital growth
would be the stated investment goal. Also, the investment objective of the Fund would no
longer reference Multi-Style Equity Fund.
13
Current Investment Proposed Investment
Proposal Fund Objective Objective
- -------- ---- --------- ---------
2(c) Non-US To provide favorable total return and Seeks to provide long term capital growth.
additional diversification for US investors
by investing primarily in equity and fixed-
income securities of non-US companies and
securities issued by non-US governments.
Principal Investment Strategy
-----------------------------
The Non-U.S. Fund invests primarily in equity securities issued by companies domiciled
outside the US and in depositary receipts, which represent ownership of securities of non-
US companies. The Fund's investments span most of the developed nations of the world
(particularly Europe and the Far East) to maintain a high degree of diversification among
countries and currencies. The Fund employs a "multi-style, multi-manager" approach
whereby portions of the Fund are allocated to different money managers who employ
distinct investment styles. The Fund uses three principal investment styles intended to
complement one another: a Growth Style, a Value Style and a Market-Oriented Style. The
Fund intends to be fully invested at all times. A portion of the Fund's net assets may be
"illiquid" securities (i.e., securities that do not have a readily available market or that are
subject to resale restrictions).
Effect of changing the investment objective
-------------------------------------------
Pursuant to its principal investment strategy, the Fund invests in securities that its Money
Managers believe will provide favorable total return and diversification. If the proposed
investment objective is approved, the Fund would continue to invest in such securities, but
capital growth would be the stated investment goal. Also, the investment objective of the
Fund would no longer reference equity and fixed-income securities of non-US companies
and securities issued by non-US governments.
Current Investment Proposed Investment
Proposal Fund Objective Objective
- -------- ---- --------- ---------
2(d) Real To generate a high level of total return Seeks to provide current income and long
Estate through above average current income term capital growth.
Securities while maintaining the potential for capital
appreciation.
Principal Investment Strategy
-----------------------------
The Real Estate Securities Fund seeks to achieve its objective by concentrating its
investments primarily in equity securities of issuers whose value is derived from
ownership, development and management of underlying real estate properties. The Fund
invests primarily in securities of companies known as real estate investment trusts (REITs)
that own and/or manage properties. The Fund may also invest in equity securities of other
types of real estate-related companies. The Fund invests in companies which are
predominantly US based. The Fund employs a multi-manager approach whereby portions
of the Fund are allocated to different money managers whose approaches are intended to
complement one another. The Fund intends to be fully invested at all times. A portion of
the Fund's net assets may be "illiquid" securities (i.e., securities that do not have a readily
available market or that are subject to resale restrictions).
Effect of changing the investment objective
-------------------------------------------
Pursuant to its principal investment strategy, the Fund invests in securities that its Money
Managers believe will provide favorable total return through above average current
income. If the proposed investment objective is approved, the Fund would continue to
invest in such securities, but current income and capital growth would be the stated
investment goals.
14
Current Investment Proposed Investment
Proposal Fund Objective Objective
- -------- ---- --------- ---------
2(e) Core To maximize total return through capital Seeks to provide current income and the
Bond appreciation and income by assuming a level preservation of capital.
of volatility consistent with the broad fixed-
income market by investing in fixed-income
securities.
Principal Investment Strategy
-----------------------------
The Core Bond Fund invests primarily in fixed-income securities. In particular, the Fund holds
fixed income securities issued or guaranteed by the US government and, to a lesser extent by
non-US governments, or by their respective agencies and instrumentalities. It also holds
mortgage-backed securities, including collateralized mortgage obligations. The Fund also
invests in corporate debt securities and dollar-denominated obligations issued in the US by
non-US banks and corporations (Yankee Bonds). The Fund may invest up to 25% of its assets
in debt securities that are rated below investment grade. These securities are commonly
referred to as "junk bonds." The duration of the Fund's portfolio typically ranges within 10%
of the duration of the Lehman Brothers Aggregate Bond Index, which was 3.73 years as of
December 31, 2002, but may vary up to 25% from the Index's duration. The Fund has no
restrictions on individual security duration. The Fund invests in securities of issuers in a variety
of sectors of the fixed-income market. The Fund employs multiple money managers, each with
its own expertise in the fixed-income markets.
Effect of changing the investment objective
-------------------------------------------
Pursuant to its principal investment strategy, the Fund invests in securities that its Money
Managers believe will provide favorable total return and income. If the proposed investment
objective is approved, the Fund would continue to invest in such securities, but current income
and the preservation of capital would be the stated investment goals. Also, the investment
objective would no longer reference volatility or fixed-income securities.
Shareholders of each Fund are being asked to approve a reclassification of
the Fund's investment objectives from "fundamental" to "non-fundamental" in
Proposal 3, described below. If Shareholders approve Proposal 3, each of the
amended investment objectivesprovision that are approved pursuant to Proposals 2(a)
through 2(e) will be non-fundamental investment objectives. None of Proposals
2(a) through 2(e) is contingent upon approval of Proposal 3 bygives Shareholders of the subjectfollowing Funds the right to vote on any potential reorganization of those Funds:
Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund and Core Bond Fund.
The amendment also clarifies and simplifies the reorganization provision of the Master Trust Agreement.
The current reorganization provision of the Master Trust Agreement allows for Funds established on or uponafter August 23, 2005 to be reorganized without Shareholder approval. Funds established before August 23, 2005 must receive Shareholder approval before a reorganization can occur. The Board of Trustees believes that standardizing the reorganization provision for all Funds of the Trust may enhance efficiency in administering the various Funds. The revised reorganization provision would also give the Board of Trustees added flexibility to make decisions they feel are in the Shareholders’ best interests when considering a Fund reorganization, without causing a Fund to incur the time and expense of soliciting Shareholder approval where, in the Board’s judgment this Proposal 2 byis in the other Funds.
Approvalbest interest of Proposal 3Shareholders.
Although the Board of Trustees unanimously agrees that this amendment to the Master Trust Agreement is in the best interests of the Trust’s Shareholders, the amendment would remove the right of Shareholders of a Fund to vote on proposed reorganizations of that Fund. If the amendment is approved, Shareholders of a Fund will no longer be required or entitled to vote on the reorganization of that Fund. Therefore, this amendment to the Master Trust Agreement must be approved by the Shareholders of any Fundthose Funds. The Board of Trustees believes that this amendment is likewise not
contingent upon approval of its corresponding Proposal 2.
Required Vote
The approvalin the best interests of the amended investment objectiveTrust’s Shareholders. The amendment will not alter in any way the Board of each Fund requiresTrustees’ existing fiduciary obligations to act with due care and in the Shareholders’ interests. Before using any new flexibility that the proposed amendment may afford, the Board of Trustees must first consider the Shareholders’ interests and then act in accordance with such interests. Notwithstanding the above, if the proposed amendment is approved, the Board of Trustees maintains the right, in its sole discretion, to seek Shareholder approval of a majoritypotential reorganization of a Fund.
To the extent that the Board of Trustees approves the reorganization of a Fund with another Fund that has different investment strategies or risks, Shareholders will be subject to those different investment strategies or risks. The nature of such risks will depend on the Fund(s) being reorganized. Additionally, the reorganization of a Fund may have tax ramifications for Shareholders. However, the Board of Trustees will only approve a reorganization if it finds that the reorganization is in Shareholders’ best interests. Any exercise of the outstanding voting securitiesBoard of Trustees’ increased authority under the amendment also would be subject to any applicable requirements of the 1940 Act and Massachusetts law. In all cases, the amendment would require that Fund. TheShareholders receive prior written notification of the reorganization prior to its consummation.
Section 7.2 of the Master Trust Agreement addresses reorganizations of Funds. Appendix D, attached hereto, highlights the differences in the current language of Section 7.2 and the proposed amended language of Section 7.2. If Proposal 3 is approved, Section 7.2 will be restated in its entirety as follows:
Reorganization. Except as set forth below, the Trustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of each Sub-Trust voting separately by Sub-Trust, sell, convey, merge and transfer the assets of the Trust (any such transaction is referred to in this Section 7.2 as a “transfer”), to another trust, partnership, association or corporation organized under the laws of any state of the United States, in exchange for cash, shares or other securities with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to the Trust, or (2) not being made subject to, or not with the assumption of such liabilities.
The Trustees may, subject to the affirmative vote of a Fund means the
vote of the lesser of (a) 67% or more of the voting securities of the Fund
present at the meeting, if the holders of more than 50%majority of the outstanding voting securitiesShares, as defined in the 940 Act, of a Sub-Trust, transfer the assets belonging to any one or more Sub-Trusts, to another trust, partnership, association or corporation organized under the laws of any state of the FundUnited States, or to the Trust to be held as assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares or other securities (including, in the case of a transfer to another Sub-Trust of the Trust, Shares of such other Sub-Trust) with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to each Sub-Trust the assets of which are presentso transferred, or represented by proxy;(2) not being made subject to, or (b) more
than 50%not with the assumption of such liabilities. Following such transfer, the Trustees shall distribute such cash, shares or other securities (giving due effect to the assets and liabilities belonging
to and any other differences among the various Sub-Trusts the assets belonging to which have so been transferred) among the Shareholders of the Sub-Trust the assets belonging to which have been so transferred; and if all of the assets of the Sub-Trust have been so transferred, the Sub-Trust shall be terminated.
The Trustees may, subject to the affirmative vote of a majority of the outstanding voting securitiesShares, as defined in the 1940 Act, of each Sub-Trust voting separately by Sub-Trust, (1) consolidate the Trust, either as successor, survivor or non-survivor, with one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any one of the constituent entities is organized, or (2) merge the Trust, either as successor, survivor or non-survivor, into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, in connection therewith.
The Trustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of a Sub-Trust, (1) consolidate any one or more Sub-Trusts, either as successor, survivor or non-survivor, with one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any one of the constituent entities is organized, or (2) merge any one or more Sub-Trusts, either as successor, survivor or non-survivor, into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by one or more Sub-Trusts, as the case may be, in connection therewith. The terms “merge” or “merger” as used herein shall also include the purchase or acquisition of any assets of any other trust, partnership, association or corporation which is an investment company organized under the laws of the Commonwealth of Massachusetts or any other state of the United States. The Trustees shall provide prior notice to affected Shareholders of a reorganization effected under this Section 7.2.
The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the transfer, consolidation or merger of any Class of any Sub-Trust.
Notwithstanding the above provisions of Section 7.2, any transaction effected pursuant to this Section 7.2 with respect to any one of the following Sub-Trusts may be authorized by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office, and without the affirmative vote of the holders of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust:
Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund, Core Bond Fund, Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund and Equity Growth Strategy Fund.
Required Vote
The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of the changes to the reorganization provision of the Master Trust Agreement set forth above for each Fund. A Shareholder may vote for or against the proposal for each Fund. If an executed proxy card is received without voting instructions, the shares will be voted to approve the proposal for each Fund.
Your Insurance Company may vote each Fund’s shares held by the Accounts for which no timely instructions are received in proportion to the voting instructions which are received with respect to such Fund.
Pursuant to the Master Trust Agreement, the Shareholders of each Fund will vote separately on their respective Proposal, as applicable.the proposal. The investment objective applicableMaster Trust Agreement requires that in order for the proposal to eachbe effective with respect to a Fund, willthe proposal must be changed only if approved by the vote of Shareholders of the Fund holding a majority of the shares of the Fund present at a meeting of Shareholders at which a quorum is present. Approval of the proposal by Shareholders of any one Fund is not contingent on the approval of the proposal by Shareholders of any other Fund. To the extent that the proposal is not approved by Shareholders of a Fund, then the reorganization of that Fund will continue to require approval by Shareholders of that Fund.
15
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND AND CONTRACTOWNERS PROVIDING VOTING
INSTRUCTIONS VOTE "FOR" PROPOSALS 2(a) - 2(e)
“FOR” THE APPROVAL OF CERTAIN CHANGES TO THE
REORGANIZATION PROVISION OF THE MASTER TRUST AGREEMENT
AS APPLICABLE.DESCRIBED IN PROPOSAL 3. ANY EXECUTED UNMARKED PROXY CARDS AND VOTING INSTRUCTION
CARDS THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO VOTED.
TO APPROVE A CHANGE IN STATUS OF A RECLASSIFICATION OF THE INVESTMENT
OBJECTIVES OF EACH
REAL ESTATE SECURITIES FUND FROM FUNDAMENTAL
A “DIVERSIFIED COMPANY” TO NON-FUNDAMENTAL
The investment objective for eachA “NON-DIVERSIFIED COMPANY”
This proposal will be voted on by Shareholders of Real Estate Securities Fund is a "fundamental" investment policy,
meaning that it may not be changed without Shareholder approval. The Funds'
investment objectives are not required to be fundamental, and FRIMCo has
proposed toonly.
After careful consideration, the Board that the investment objective for each Fund be
reclassified from fundamental to non-fundamental. As a non-fundamental
investment policy, each investment objective could be changed by theof Trustees without Shareholder approval if the Trustees deem the change to be in the best
interests of Shareholders. FRIMCo has proposed these changes in order to
provide additional flexibility to conduct the investment program of each Fund
in response to changing market conditions and circumstances consistent with
applicable laws in effect from time to time, without the expense and delay
associated with arranging for a Shareholder meeting to approve changes in the
Fund's investment objective.
The Board does not expect to use this flexibility frequently. However, the
Trustees would be in a position to change the investment objective of any Fund
in circumstances when a change, in the Board's judgment, would be in the best
interests of the Fund's Shareholders. Such circumstances would include changes
in the securities markets generally that would render achievement of the Fund's
then current investment objective more difficult on an ongoing basis or changes
with respect to the Fund specifically. If the Board did decide to make such a
change to any non-fundamental investment objective, the Fund would provide
Shareholders with 60 days' notice before the effective date of such change. If
Proposal 3 is approved, Shareholders will no longer have the ability to vote on
proposed investment objective changes.
The current fundamental investment objectives for each Fund, to which
Shareholders are being asked to approve changes, are set forth above in
Proposals 2(a) through 2(e).
If the Shareholders of a Fund approve the proposal to reclassify its
investment objective from fundamental to non-fundamental, the Board thereafter
would be permitted to change the investment objective for such Fund, if
appropriate to do so in its judgment, without the delay and expense of the Fund
arranging for Shareholder approval. If these Funds' investment objectives
remain fundamental and the Board determinedconcluded that it was in the best interests
of Shareholders to change an investment objective, each such Fund would be
required to hold a Shareholder meeting at which such change would be voted
upon, and to prepare and send a proxy statement to Shareholders seeking their
instructions as to how to vote shares at such meeting. Obtaining Shareholder
approval to change the Funds' investment objectives is likely to involve
significant delays and costs. The Board has determined that Proposal 3 is in the best interests of the Trust’s Shareholders to change the status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company.” To effect this change, the Board of Trustees has unanimously approved and recommends for approval by Shareholders a change in the status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company.”
The Fund is presently a “diversified company” under the 1940 Act. This means that as to 75% of its assets, no individual security can represent more than 5% of the Fund’s total assets, and the Fund cannot own more than 10% of any one issuer’s outstanding voting securities. These restrictions do not apply to securities issued by the U.S. Government or any of its agencies or instrumentalities. The Fund’s diversification policy is a fundamental policy that can be changed only by a shareholder vote.
The Fund’s Board of Trustees approved a proposal from RIMCo to change the Fund’s status from a “diversified company” to a “non-diversified company,” subject to shareholder approval. If shareholders approve the proposed change in status, the Fund would become a “non-diversified company” under the 1940 Act. The change would enable the Fund to invest in the securities of a single issuer without limit under the 1940 Act.
Recently, consolidation in the Real Estate Investment Trust (“REIT”) industry has created a number of very large companies that are included in the FTSE NAREIT Equity REITs Index, the Fund’s benchmark index. As a diversified fund, the Fund is limited in its ability to take overweight positions in principal benchmark constituents. The proposed change to non-diversified status is intended to provide the Fund with more investment flexibility to respond to consolidation in the REIT industry and take larger positions in one or more issuers in the REIT industry. As a non-diversified company, however, the Fund would continue to operate in a manner so that it will qualify as a “regulated investment company” under the Internal Revenue Code (although it reserves the right not to qualify). If it qualifies, the Fund generally does not have to pay federal income taxes if more than 90% of its earnings are distributed to shareholders. To qualify, the Fund must meet a number of conditions, including a diversification requirement, at the close of each Fund.
16
The table below summarizesquarter of the effects of reclassifying each investment
objective from fundamental to non-fundamental.
Fundamental Investment Non-Fundamental Investment
Objective Objective
---------------------------------- ------------------------------------
Who must approve changes in a Board and Shareholders Board
fundamental investment objective?
How quickly can a change to the Relatively slowly, since a vote of Relatively quickly, because the
investment objective be made? Shareholders is required change can be accomplished by
action of the Board alone, provided
that Shareholders are provided 60
days' prior notice that their Fund's
objective is being changed
What is the relative cost to change an Costly to change because a Less costly to change because a
investment objective? Shareholder vote requires holding change can be accomplished by
a meeting of Shareholders with action of the Board of Trustees
additional SEC filing requirements without Shareholder approval
and proxy solicitation efforts
Shareholderstaxable year. To satisfy the diversification requirement, at the end of each Fund are being asked to approve a change of each Fund's
investment objectives in Proposal 2, described above. If Shareholders approve
Proposals 2 and 3, eachtaxable year quarter, first, not more than 25% of the amendedmarket value of the Fund’s total assets may be invested in (i) the securities (other than Government securities and securities of other regulated investment objectivescompanies) of a single issuer, (ii) the securities (other than the securities of other regulated investment companies) of two or more issuers that are approved
pursuant to Proposals 2(a) through 2(e) will be non-fundamental investment
objectives. Proposal 3 is not contingent upon approvalengaged in the same or related trades or businesses and are controlled by the Fund, or (iii) the securities of Proposal 2 by
Shareholdersone or more qualified publicly-traded partnerships (i.e., publicly-traded partnerships other than those that derive at least 90% of their annual gross income from certain passive sources). Second, at least 50% of the subject Fund or upon approval of this Proposal 3 by the
other Funds. Approval of Proposal 2 by the Shareholders of any Fund is likewise
not contingent upon approvalmarket value of its corresponding Proposal 3.
Required Vote
The approvaltotal assets must be represented by cash and cash items (including receivables), Government securities and securities of other regulated investment companies, and other securities, with such other securities being limited such that (1) no more than 5% of the reclassificationmarket value of the investment objective of each
Fund from fundamental to non-fundamental requiresFund’s total assets may be invested in the approvalsecurities of a majority ofsingle issuer, and (2) the outstanding voting securities of that Fund. The vote of a majorityFund must not own more than 10% of the outstanding voting securities of a single issuer.
As a non-diversified fund, the Fund will be subject to additional risk. To the extent the Fund invests a higher percentage of its assets in the securities of a single issuer or a group of issuers, the Fund’s performance will be more vulnerable to changes in the market value of the single issuer or group of issuers, and more susceptible to risks associated with a single economic, political or regulatory occurrence, than it would be had the Fund continued to operate as a diversified fund.
Required Vote
The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of a change in status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company”. A Shareholder may vote for or against the Proposal. If an executed proxy card is received without voting instructions, the shares will be voted to approve the Proposal.
Your Insurance Company will vote each Fund’s shares held by the Accounts for which no timely instructions are received in proportion to the voting instructions which are received with respect to such Fund.
The favorable vote of the holders of a “majority” (as defined in the 1940 Act) of the outstanding shares of the fund is required for the approval of the fund becoming non-diversified. Under the 1940 Act, the vote of the holders of a “majority” of the outstanding shares of the fund means the vote of the holders of the lesser of (a) 67% or more of the voting securities of the Fundits shares present at the special meeting or represented by proxy if the holders of 50% or more than 50% of the outstanding voting securities of the Fundits shares are so present or represented by proxy;represented; or (b) more than 50% of theits outstanding voting
securities of the Fund. Shareholders of each Fund will vote separately on
Proposal 3. The investment objective applicable to each Fund will be
reclassified only if approved by the Shareholders of that Fund.
shares.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES,
RECOMMEND THAT THE SHAREHOLDERS OF EACHTHE REAL ESTATE SECURITIES FUND AND CONTRACTOWNERS PROVIDING VOTING
INSTRUCTIONS VOTE "FOR"“FOR” THE APPROVAL OF A CHANGE IN STATUS OF REAL ESTATE
SECURITIES FUND FROM A “DIVERSIFIED COMPANY” TO A “NON-DIVERSIFIED COMPANY” AS DESCRIBED IN PROPOSAL 3.4. ANY EXECUTED UNMARKED PROXY CARDS
AND VOTING INSTRUCTION CARDS THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO VOTED.
The Trustees know of no other business to be presented at the Special Meeting other than the Proposals, 1 through 3, and do not intend to bring any other matters before the Special Meeting. However, if any additional matters should be properly presented, proxies will be voted in the discretion of the persons named as proxies.
17
INFORMATION ABOUT RIF
THE TRUST
Investment Advisor, Administrator and Transfer Agent
FRIMCo
RIMCo provides or oversees the provision of all general management and administration, investment advisory and portfolio management services for the Funds and acts as transfer agent for the Funds. FRIMCoRIMCo develops the investment program for each of the Funds. Except for the Funds of Funds, RIMCo selects Money Managers for the Funds (subject to approval by the Board), allocates assets among Money Managers, monitors the Money Managers'Managers’ investment programs and results, and may exercise investment discretion over certain assets. FRIMCo'sThe Funds of Funds invest in other RIF or RIC Funds. RIMCo’s mailing address is 909 A Street, Tacoma, Washington 98402. Unlike most investment companies that have a single organization that acts as both administrator and investment advisor, the Funds divide responsibility for corporate management and investment advice between FRIMCoRIMCo and a number of different Money Managers. A list of the Money Managers and their addresses is provided on page 22 ofin Appendix B to this proxy statement.
Proxy Statement.
Distributor
Russell Fund Distributors, Inc. (the "Distributor"“Distributor”) serves as the distributor of RIF'sthe Trust’s shares. The Distributor receives no compensation from RIFthe Trust for its services. The Distributor is a wholly owned subsidiary of FRIMCoRIMCo and its mailing address is 909 A Street, Tacoma, WA 98402.
Custodian
RIF's
The Trust’s custodian is State Street Bank and Trust Company and its mailing address is 1776 Heritage Drive,Josiah Quincy Building, 200 Newport Avenue, North Quincy, MA 02171.
Independent Auditors
Registered Public Accounting Firm
PricewaterhouseCoopers LLP (“PwC”) serves as the Independent Registered Public Accounting Firm of the Trust. PwC is responsible for performing annual audits of the financial statements and financial highlights of the Funds in accordance with the auditing standards of the Public Company Accounting Oversight Board and a review of federal tax returns. The mailing address of PwC is 1420 Fifth Avenue, Suite 1900, Seattle, WA 98101.
Upon the recommendation of the Audit Committee, the Board selected the firm of PricewaterhouseCoopers LLP ("PwC")PwC as the independent auditorsregistered public accounting firm of RIFthe Trust for the fiscal year ending December 31, 2003.
2007.
Audit Fees.The aggregate fees billed by PwC for professional services rendered for the audit of RIF'sthe Trust’s annual financial statements for the fiscal years ended December 31, 20012005 and 20022006 were $77,812$109,256 and $74,168,$117,500, respectively.
Audit-Related Fees.PwC billed no aggregate fees for assurance and related services rendered that are reasonably related to the audit of RIF'sthe Trust’s annual financial statements but not reported under "Audit-Fees"“Audit-Fees” above for the fiscal years ended December 31, 20012005 and 2002.
2006 of $94,530 and $103,799, respectively.
Tax Fees.The aggregate fees billed by PwC for professional services rendered for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 20012005 and 20022006 were $82,886$73,537 and $27,033,$79,000, respectively.
All Other Fees.The aggregate fees billed by PwC for professional services rendered for products and services other than those described above for the fiscal years ended December 31, 20012005 and 20022006 were $5,300$16,250 and $0,$17,500, respectively. Substantially all of these services were rendered in connection with the issuance of consent letters related to filings by RIFthe Trust with the Securities and Exchange Commission.
The Audit Committee has considered whether the services described above are compatible with PwC'sPwC’s independence. The Audit Committee has also considered whether the provision of all other non-audit services rendered to FRIMCo,RIMCo, or an affiliate thereof that provides ongoing services to RIF,the Trust, is compatible with maintaining PwC'sPwC’s independence. The Audit Committee has adopted a policy requiring pre-approval by the committee of all services (audit and non-audit) to be provided to RIFthe Trust by its independent auditor.registered public accounting firm. In accordance
18
PricewaterhouseCoopers LLPPwC for the fiscal year ended December 31, 20032006 and has also given its general pre-approval ("(“general pre-approval"pre-approval”) for up to a year in advance for the provision by PricewaterhouseCoopers LLPPwC of particular categories or types of audit-related, tax and permitted non-audit services (including permitted non-audit services to RIF, FRIMCothe Trust, RIMCo and any entity controlling, controlled by, or under common control with FRIMCoRIMCo that provides ongoing services to RIF)the Trust), subject to specific budgets. Services which have not received general pre-approval or which exceed their budgets must receive specific approval of the Audit Committee ("(“specific approval"approval”). In cases where the Audit Committee'sCommittee’s pre-approval is not covered by one of those approvals, the policy provides that the Audit Committee may delegate general or specific pre-approval authority to one or more of its members, and that any such pre-approvals will then be communicated for informational purposes only to the full Audit Committee at its next scheduled meeting. To date, no such delegation of authority has been made by the Audit Committee.
Pre-approval has not been waived in respect of services described under "Audit-Related“Audit-Related Fees," "Tax Fees"” “Tax Fees” or "All“All Other Fees"Fees” since the date on which the aforementioned pre-approval procedures were adopted by the Audit Committee.
The aggregate non-audit fees billed by PwC for services rendered to RIFthe Trust and to FRIMCo,RIMCo, or an affiliate thereof that provides ongoing services to RIF,the Trust, for the fiscal years ended December 31, 20012005 and 20022006 were $330,697$27,450 and $210,258,$17,500, respectively.
Representatives of PwC are not expected to be present at the Special Meeting, but will be given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.
Massachusetts State Law Considerations
RIF
The Trust is an entity of the type commonly known as a "Massachusetts“Massachusetts business trust."” Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable as partners for its obligations. However, the Master Trust Agreement of RIF contains an express disclaimer of Shareholder liability for acts or obligations of RIFthe Trust and provides for indemnification and reimbursement of expenses out of RIF'sthe Trust’s property for any Shareholder held personally liable for the obligations of RIF.the Trust. The Master Trust Agreement also provides that RIFthe Trust may maintain appropriate insurance (for example, fidelity bonding and errors and omissions insurance) for the protection of RIF,the Trust, the Shareholders of the sub-trusts, Trustees, officers, employees and agents covering possible tort and other liabilities. Thus, the risk that a Shareholder would incur financial loss on account of Shareholder liability also is limited to circumstances in which both inadequate insurance exists and RIFthe Trust itself is unable to meet its obligations.
Under Massachusetts law, RIFthe Trust is not required to hold annual meetings. In the past, the Funds have availed themselves of these provisions of state law to achieve cost savings by eliminating printing costs, mailing charges and other expenses involved to hold routine annual meetings. The Funds may, however, hold a meeting for such purposes as changing fundamental investment restrictions, approving a new investment management
agreement or any other matters which are required to be acted on by Shareholders under the 1940 Act. In addition, a meeting also may be called by Shareholders holding at least 10% of the shares entitled to vote at the meeting for the purpose of voting upon the removal of Trustees, in which case Shareholders may receive assistance in communicating with other Shareholders as provided in Section 16(c) of the 1940 Act. RIFThe Trust is holding the Special Meeting because of the items that must be presented for Shareholders'Shareholders’ consideration and approval.
19
FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING
Voting Procedures
This Proxy Statement is provided on behalf of the Board in connection with the Special Meeting of RIFthe Trust to be held at the offices of RIFthe Trust at 909 A Street, Tacoma, Washington 98402, on October 3, 2003,25, 2007, at 9:3010:00 a.m., local time, and any or all adjournments thereof. This Proxy Statement is first being mailed to Shareholders and Contract Owners on or about July 15, 2003. ContractownersAugust 24, 2007.
Contract Owners may revoke their voting
instructions at any time prior to 4:00 p.m. Eastern time on September 30, 2003 by submitting, before the meeting, written notice of revocation, a later-dated instruction card or a later-dated instructionvote via facsimile, telephone or the Internet.
RIF
Shareholders may revoke their proxy at any time prior to its exercise by voting in person at the Special Meeting or by submitting before the meeting written notice of revocation, a later-dated proxy or a later-dated vote via telephone or the Internet.
The Trust requests that Participating Insurance Companies forward proxy material to Contractowners. RIF may reimburse such Participating Insurance Companies for
their reasonable expenses incurred in connection with the solicitation of
voting instructions. The cost of soliciting these proxies will be borne by each
Fund, to the extent of its direct operational expenses, and by FRIMCo.
Employees of RIF or FRIMCo may solicit voting instructions from Contractowners
for no additional remuneration.
Contract Owners.
Record Date
Shareholders of record at the close of business on the Record Date, July 7,
2003,31, 2007, are entitled to be present and to vote at the Special Meeting or any adjournment of the Special Meeting. Contract Owners of record at the close of business on the Record Date, July 31, 2007, are entitled to give voting instructions to their Insurance Company. Each share of record is entitled to one vote on each matter presented at the Special Meeting, with proportionate votes for fractional shares.
Shares Outstanding
As of June 30, 2003, there were
The following table sets forth the following number of shares of beneficial interest outstanding of each Fund:
Numberclass of Shares
Nameeach Fund outstanding as of Fund Outstanding
------------ -----------
Multi-Style Equity Fund 23,884,177.022
Aggressive Equity Fund 10,928,160.262
Non-US Fund 19,600,962.718
Real Estate Securities
Fund 16,175,657.167
Core Bond Fund 13,781,646.216
June 15, 2007:
Name of Fund | Number of Shares Outstanding | |
Multi-Style Equity Fund: | 28,925,397 | |
Aggressive Equity Fund | 16,188,801 | |
Non-U.S. Fund | 28,198,840 | |
Real Estate Securities Fund | 29,885,093 | |
Core Bond Fund | 29,120,804 | |
Moderate Strategy Fund | 126,445 | |
Balanced Strategy Fund | 417,290 | |
Growth Strategy Fund | 227,648 | |
Equity Growth Strategy Fund | 258,269 |
Voting Rights
The number of shares that you may vote or give voting instructions with respect to is the total of the number shown on the proxy ballot(s) or voting instruction card accompanying this Proxy Statement. Shareholders of record will be entitled to one vote for each full share and a proportionate vote for each fractional share that they held on the Record Date on each matter at the Special Meeting.
Quorum, Voting and Adjournment
The Master Trust Agreement provides that a quorum shall be present at a meeting when a majority of the shares entitled to vote is present at the meeting, but any lesser number shall be sufficient for adjournments. In the event that a quorum is not present at the Special Meeting or sufficient votes to approve a Proposal are not received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. A Shareholder vote may be taken on any other matter to properly come before the Special Meeting prior to such adjournment if sufficient votes to approve such matters have been received and such vote is otherwise appropriate. Any adjournment of the Special Meeting will require the affirmative vote of a majority of those shares present at the Special Meeting or represented by proxy and voting. The persons named as proxies on the proxy card will vote against any such adjournment those proxies required to be voted against such Proposal. They will vote in favor of an adjournment all other proxies that they are entitled to vote. The costs of any such additional solicitation and of any adjourned session will be borne by RIF. Abstentions and broker "non-votes" (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other person entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power)Trust.
Abstentions will be counted as shares that are present for purposes of determining the presence of a quorum, but which have not been voted, and will
not be voted for or against any adjournment.voted. Abstentions and broker non-votes will not be counted in
20
"no"“no” vote on all other Proposals and adjournments.Proposals. Accordingly, Shareholders are urged to forward their proxy card or voting instructions promptly.
To the extent that any shares of a Fund are owned directly by any Fund of Funds, those shares will be voted directly by the Funds of Funds in the same proportion as all other votes received from the other holders of such Fund’s shares (so-called “echo voting”). Broker “non-votes” will be excluded in determining the echo vote.
Expenses
The Trust will pay the some of the expenses in connection with this Notice and Proxy Statement and the Special Meeting, including the printing, mailing, solicitation and vote tabulation expenses and out-of-pocket expenses. Some of the expenses in connection with this Notice and Proxy Statement and the Special Meeting, including the printing, mailing, solicitation and vote tabulation expenses and out-of-pocket expenses with respect to Contract Owners may be paid by the Insurance Companies.
Beneficial Owners
As of December 31, 2002,May 7, 2007, the officers and Trustees, including the nominees,Nominees, of RIFthe Trust as a group beneficially owned less than 1% of the shares of each class of each Fund outstanding on such date.As of June 30, 2003,15, 2007, to the best of RIF'sthe Trust’s knowledge, no person owned beneficially more than 5% of any class of any Fund, except as set forth on
page 24 of this Proxy Statement.
As offor the Record Date, the Participating Insurance Companies are The
Northwestern Mutual Life Insurance Company ("Northwestern Mutual")following:
Aggressive Equity Fund—NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY VARIABLE LIFE ACCOUNT, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 43.15%, First
MetLife Investors Insurance Company, MetLife Investors Insurance Company of
California, MetLife Investors Insurance Company, Hartford Life Insurance
Company, General American Life Insurance Company and SecurityRecord. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 42.47%, Record.
Core Bond Fund—NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI
53202-4703, 68.46%, Record. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY VARIABLE LIFE ACCOUNT, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 21.81%, Record.
Multi-Style Equity Life
Insurance Company. Northwestern Mutual is an affiliate of FRIMCo and the
Distributor.
RIF has been advised by Northwestern Mutual that all shares of aFund—NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 44.95%, Record. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY VARIABLE LIFE ACCOUNT, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 43.22%, Record.
Non-U.S. Fund—NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 50.60%, Record. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY VARIABLE LIFE ACCOUNT, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 42.42%, Record.
Real Estate Securities Fund—NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 60.38%, Record. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY VARIABLE LIFE ACCOUNT, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 26.84%, Record. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT C, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 9.29%, Record.
Balanced Strategy Fund held
in its general account will be represented at the Special Meeting by
Northwestern Mutual and voted in the same proportion as the aggregate of the
votes cast with respect to shares of suchNORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 89.49%, Record. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT A, ATTN MUTUAL FUND ACCOUNTING N13 NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 8.09%, Record.
Equity Growth Strategy Fund held in all of Northwestern
Mutual's 1940 Act Separate Accounts.
NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 95.55%, Record.
Growth Strategy FundNORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 94.95%, Record.
Moderate Strategy FundNORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT B, ATTN MUTUAL FUND ACCOUNTING N13NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 65.80%, Record. NORTHWESTERN MUTUAL LIFE INSURANCE, COMPANY ACCOUNT A, ATTN MUTUAL FUND ACCOUNTING N13 NW, 720 E WISCONSIN AVE, MILWAUKEE WI 53202-4703, 26.20%, Record. RUSSELL INVESTMENT MANAGEMENT CO, ATTN MARK SWANSON, PO BOX 1616, TACOMA WA 98401-1616, 7.92%, Record.
Shareholder Proposals
RIF
The Trust is not required, and does not intend, to hold regular annual meetings of Shareholders. Shareholders wishing to submit proposals for consideration for inclusion in a proxy statement for the next meeting of Shareholders should send their written proposals to RIF'sthe Trust’s offices, 909 A Street, Tacoma, Washington 98402, Attn: Secretary, so they are received within a reasonable time before any such meeting. The Trustees know of no business, other than the matters mentioned in the Notice and described above, that is expected to come before the Special Meeting. An opportunity will be provided at the Special Meeting for
Shareholders present in person to present a motion to the Special Meeting.
Should any properly presented motion or any other matter requiring a vote of Shareholders arise, including any question as to an adjournment or postponement of the Special Meeting, the persons named as proxies will vote on such matters according to their best judgment in the interests of RIF.
the Trust.
Annual and Semi-Annual Reports
The Funds'Funds’ most recent audited financial statements and Annual Report, for the fiscal year ended December 31, 2002,2006 has been previously mailed to Shareholders, and the Funds’ Semi-Annual Report for the period ended June 30, 2007 will be mailed to Shareholders when it is available. Both Reports are available free of charge. If you have not received an
Annual Reportone of these Reports for the Fund(s) in which you are an investor,, or would like to receive additional copies, free of charge, please contact your Participating
Insurance Company orCompany.
Householding
If possible, depending on contract owner registration and address information, and unless you have otherwise opted out, only one copy of this proxy statement will be sent to contract owners at the same address. However, each contract owner will receive separate proxy cards. If you would like to receive a separate copy of the proxy statement, please contact RIF by mailing ayour insurance company. If you currently receive multiple copies of proxy statements and would like to request to receive a single copy of documents in the future, please call your insurance company.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY BALLOT(S) OR INSTRUCTION CARD (OR TAKE ADVANTAGE OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
BOARD OF TRUSTEES
RUSSELL INVESTMENT FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
Nominating and Governance Committee Membership
The Nominating and Governance Committee (the “Committee”) shall be composed entirely of Trustees (“Independent Trustees”) who are not “interested” persons of Frank Russell Investment Funds, 909 A Street, Tacoma, WA 98402, calling 1-800-787-7354, faxing
253-591-3495,Company (“FRIC”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”).
Board Nominations and Functions
| 1. | The Committee shall make nominations to the FRIC Board of Trustees (the “Board”) for Trustee membership on the Board. The Committee shall evaluate candidates’ qualifications for Board membership and, in the case of Independent Trustee candidates, their independence from Frank Russell Investment Management Company (“FRIMCo”), FRIC’s investment manager, and from sub-advisors to FRIC’s portfolios (“money managers”) and other principal service providers. In evaluating all candidates for membership on the Board, the Committee should consider, among other factors that it may deem relevant: |
whether or logging onto www.russell.com.
21
LIST OF NAMES AND ADDRESSES OF not the person is willing and able to commit the time necessary for the performance of the duties of a Trustee;
whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee;
the contribution which the person may be expected to make to the Board and FRIC, with consideration being given to the person’s business and professional experience, board experience, education and such other factors as the Committee, in its sole judgment, may consider relevant; and
the character and integrity of the person.
In evaluating Independent Trustee candidates, the Committee should also consider, among other factors that it may deem relevant:
whether or not the person is an “interested person” as defined in the 1940 Act;
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with FRIC management, FRIMCo, any money manager or any other principal FRIC service providers or their affiliates;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; and
whether or not the selection and nomination of the person would be consistent with the requirements of FRIC’s retirement policies.
After a determination by the Committee that a person should be selected and nominated as an Independent Trustee, the Committee shall present its recommendation to the Board for its consideration.
| 2. | The Committee shall supervise an annual assessment by Trustees, which assessment shall take into account such factors as the Committee may deem appropriate. The results of the assessment shall be summarized and presented to the Board for consideration as to any appropriate actions. |
| 3. | The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. |
| 4. | The Committee shall periodically review Independent Trustee compensation and shall recommend any appropriate changes to the Independent Trustees as a group. |
Committee Nominations and Functions
| 1. | The Committee shall make nominations to the Board for membership on all committees of the Board and shall review committee assignments at least annually. |
| 2. | The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Board. |
Independent Trustee Education
| 1. | The Committee shall supervise an orientation program for newly-elected Independent Trustees designed to familiarize such Independent Trustees with the business and regulation of registered investment companies generally; the respective roles of FRIMCo, the Board and the Independent Trustees in the business and affairs of FRIC; and such other matters as the Committee, in its sole judgment, shall deem appropriate. |
| 2. | The Committee shall establish policies and practices with respect to Independent Trustee attendance at industry conferences and events. |
Other Powers and Responsibilities
| 1. | The Committee shall monitor the performance of legal counsel employed by FRIC and the Independent Trustees, and shall be responsible for the supervision of counsel for the Independent Trustees. |
| 2. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate portfolio(s) of FRIC. |
| 3. | The Committee may request, and FRIC’s management shall provide, such information and analyses and access to FRIC’s officers, agents, representatives and service providers, including RIMCo, as shall be reasonably necessary for the Committee to carry out its responsibilities. |
| 4. | The authority, powers and rights of the Committee as described in this Charter are not intended and shall not operate to reduce, restrict or limit in any manner whatsoever the authority, powers and rights which are granted to the Board and Committees thereof, including the Committee, under the Master Trust Agreement or By-laws of FRIC. In the event of any inconsistency between this Charter and either of such organizational documents, the provisions of the latter shall be given precedence. |
| 5. | At any meeting of the Committee, a majority of the Independent Trustees on the Committee shall constitute a quorum. Any action may be taken by the Committee at a meeting at which there is a quorum present by a vote of a majority of the Committee members present. |
| 6. | The Committee shall review this Charter at least annually and recommend any changes to the Board. |
Dated: August 20, 2001, as amended August 23, 2005
MONEY MANAGERS
MANAGER INFORMATION
The following is a list, current as of July 26, 2007, of names and addresses of the Money Managers for the
Funds.each Fund which is not a fund-of-funds. The Money Managers have no affiliations withmoney managers are not affiliates of the Funds or the Funds'Funds’ service providers other than their management of Fund assets. Each money manager is principally engaged in managing institutional investment accounts. These managers may also serve as Money Managersmanagers or advisers to other investment companies unaffiliated with RIF,the Trust, other Funds in RIF,the Trust, or to other clients of FRIMCoRIMCo or of Frank Russell Company,Investment Group, including Frank Russell Company'sInvestment Group’s wholly-owned subsidiary, Frank Russell Trust Company. The Funds may engage or terminate a money manager at any time, subject to the approval of the Funds’ Board of Trustees, without a shareholder vote. Assets not allocated to money managers are managed by RIMCo.
Multi-Style Equity Fund
Alliance
Columbus Circle Investors, One Station Place, Metro Center – 8th Floor, Stamford, CT 06902.
DePrince, Race & Zollo, Inc., 250 Park Avenue South, Suite 250, Winter Park, FL 32789.
Institutional Capital Management L.P., through its Bernstein Investment Research
and Management Unit, 1345 Avenue of the Americas, New York, NY 10105.
Barclays Global Investors, N.A., 45 Fremont Street, San Francisco, CA 94105.
Brandywine Asset Management, LLC, 201 North Walnut Street,Corporation, 225 West Wacker Drive, Suite 1200,
Wilmington, DE 19801.
2400, Chicago, IL 60606.
Jacobs Levy Equity Management, Inc., 100 Campus Drive, P.O. Box 650, Florham Park, NJ 07932-0650.
Montag & Caldwell, Inc., 3455 Peachtree Road N.E., Suite 1200, Atlanta, GA 30326-3248.
Strong
Suffolk Capital Management, Inc., 100 Heritage Reserve, P.O. Box 2936,
Menomonee Falls, WI 53201.
LLC, 1633 Broadway, 40th Floor, New York, NY 10019.
Turner Investment Partners, Inc., 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312-2414.
Westpeak Global Advisors, L.P., 1470 Walnut Street, Boulder, CO 80302.
Aggressive Equity Fund
CapitalWorks Investment Partners,
Berkeley Capital Management LLC, 402 West Broadway, 25thOne Bush Street, 12th Floor, San Francisco, CA 94104.
ClariVest Asset Management, LLC, 11452 El Camino Real, Suite 250, San Diego, CA 92101.
92130.
David J. Greene and Company, LLC, 599 Lexington Avenue, New York, NY 10022.
Geewax, Terker10022-6067.
DePrince, Race & Company, 414 Old Baltimore Pike, Chadds Ford,Zollo, Inc., 250 Park Avenue South, Suite 250, Winter Park, FL 32789.
Gould Investment Partners, LLC, 1235 Westlakes Drive, Suite 280, Berwyn, PA 19317.
Goldman Sachs Asset Management, L.P., 32 Old Slip, 17th Floor, New York, NY
10005.
19312-2412.
Jacobs Levy Equity Management, Inc., 100 Campus Drive, P.O. Box 650, Florham Park, NJ 07932-0650.
Suffolk Capital
PanAgora Asset Management, LLC, 1633 Broadway, 40thInc., 260 Franklin Street, 22nd Floor, New York, NY
10019.
Systematic Financial Management, L.P., 300 Frank Burr Boulevard, Glenpointe
East, 7th Floor, Teaneck, NJ 07666-6703.
TimesSquareBoston, MA 02110.
Tygh Capital Management, Inc., Four Times Square, 25th1211 S.W. Fifth Avenue, Suite 2100 Portland, OR 97204.
Non-U.S. Fund
Altrinsic Global Advisors, LLC, 100 First Stamford Place, 6th Floor New
York, NY 10036-9998.
Non-U.S. Fund
East, Stamford, CT 06902.
AQR Capital Management, LLC, 900 Third Avenue, 17thTwo Greenwich Plaza, 3rd Floor, New York, NY
10022.
22
FidelityGreenwich, CT 06830.
MFS Institutional Advisors, Inc., 500 Boylston Street, 21st Floor, Boston, MA 02116-3741.
Wellington Management & Research Company, 82 DevonshireLLP, 75 State Street, Boston, MA 02109-3614.
Oechsle International Advisors, LLC, One International Place, 23rd Floor,
Boston, MA 02110.
The Boston Company Asset Management, LLC, One Boston Place, 14th Floor,
Boston, MA 02108-4402.
02109.
Real Estate Securities Fund
AEW Management and Advisors, L.P., World Trade Center East, Two Seaport Lane, 16th Floor, Boston, MA 02110-2021.
INVESCO Realty Advisors, a division of 02210-2021.
Cohen & Steers Capital Management, Inc. 280 Park Avenue, 10th Floor, New York, NY 10017-1216.
Heitman Real Estate Securities LLC, 191 North Wacker Drive, Chicago, IL 60606.
INVESCO Institutional (N.A.), Inc., One Lincoln Center,which acts as money manager to the Fund through its INVESCO Real Estate Division, Three Galleria Tower, Suite 700, 540 LBJ Freeway - LB2,500, 13155 Noel Road, Dallas, TX 75240.
RREEF America L.L.C., The Hancock Building, 875 North Michigan Avenue, 41st Floor, Chicago, IL 60611-1901.
Core Bond Fund
Bear Stearns Asset Management Inc., 383 Madison Avenue, New York, NY 10179.
Goldman Sachs Asset Management, L.P., 32 Old Slip, 24th Floor, New York, NY 10005.
Pacific Investment Management Company LLC, 840 Newport Center Drive, Suite 300, P.O. Box 6430, Newport Beach, CA 92658-6430.
TimesSquare Capital Management, Inc.92660-6430.
(d) Liquidation. In the event of the liquidation or dissolution of the Trust or any Sub-Trust existing as of the date of this Amendment No. 8, the Shareholders of each Sub-Trust existing as of the date of this Amendment No. 8 that has been established and designated and that has voted to be liquidated or dissolved, shall be entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to that Sub-Trust over the liabilities belonging to that Sub-Trust; and in the event of the liquidation or dissolution of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8, the Shareholders of such Sub-Trust shall be entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to that Sub-Trust over the liabilities belonging to that Sub-Trust. The assets so distributable to the Shareholders of any particular Sub-Trust shall be distributed among such Shareholders in proportion to the number of Shares of that Sub-Trust held by them and recorded on the books of the Trust, adjusted for such distinctions between Shares of Classes of a Sub-Trust as the Trustees, in their discretion, deem just and equitable. The liquidation of any particular Sub-Trust existing as of the date of this Amendment No. 8 may be authorized by vote of a majority of the Trustees in office on the date of such vote subject to the approval of a majority of the outstanding voting shares of that Sub-Trust, as defined in the 1940 Act; and the liquidation of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8 may be authorized by vote of a majority of Trustees in office on the date of such vote without Shareholder approval and subject to notice to Shareholders of that Sub-Trust.
(d) Liquidation and Termination. (1) Except as set forth below, the Trustees may not terminate any Sub-Trust of the Trust without the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust. Upon the termination of the Trust or any Sub-Trust of the Trust:
This paragraph shall apply to each Sub-Trust (and any Class of such Sub-Trust) established and designated subsequent to the date of this Amendment No. 8. The termination of a Sub-Trust or Class may be authorized at any time, subject to notice to Shareholders of such Sub-Trust or Class but without Shareholder approval, by a vote of a majority of the Trustees or written instrument executed by a majority of their number then in office. Upon the effective date of the termination of the Sub-Trust or Class, as applicable, which shall commence the period during which the affairs of such Sub-Trust or Class shall be wound up, (1) the Sub-Trust or Class(i) The Trust or Sub-Trust of the Trust shall carry on no business except for the purpose of winding up its affairs in an orderly manner;
(2ii)theThe Trustees shall proceed to wind up the affairs of theTrust orSub-Trustor Class; (3)of the Trust and allof the powers of the Trustees under this Agreement shall continue until the affairs of the Trustor Sub-Trust of the Trustshall have been wound up, includingbut not limited tothe power to(i)fulfill or discharge the contracts ofathe Trust or Sub-Trustor Class, (ii) collect assets allocated or belonging to such Sub-Trust or Class, (iii)of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remainingTrust property allocated or belonging to suchassets or assets of the Sub-Trust or Class to one or more persons at public or private sale for considerationthatwhich may consist in whole or in part of cash, securities, or other property of any kind, (iv) discharge or payitsliabilities allocated or belonging to such Sub-Trust or Class, and (v) authorize or take, Four Times Square, 25th Floor, New
York, NY 10036-9998.
23
BENEFICIAL OWNERS OF THE FUNDS
and to do
(4iii)afterAfter paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remainingpropertyassets of theterminatedTrust or assets of the Sub-Trust or Class, in cash or in kind or partlyeachin cash and partly in kind, among theshareholdersShareholders of theTrust or theSub-Trustor Class according to their respective rights. Upon completion of the distribution of the remaining proceeds or the remaining assets as provided above in this paragraph, such Sub-Trust or Class shall terminate and the Trustees and the Trust shall be discharged of any and The assets so distributable to the Shareholders of any particular Sub-Trust shall be distributed among such Shareholders in proportion to the number of Shares of that Sub-Trust held by them and recorded on the books of the Trust, adjusted for such distinctions between Shares of Classes of a Sub-Trust as the Trustees, in their discretion, deem just and equitable.
C-1
The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the termination of any Class of any Sub-Trust.
(2) After termination of the Trust or Sub-Trust or Class and distribution to the Shareholders of the Trust or Sub-Trust or Class as herein provided, the Trustees shall thereupon be discharged from all further liabilities and duties hereunderand the right, title and interest of all partieswith respect tosuchthe Trust or Sub-Trust or Class, and the rights and interests of all Shareholders of the Trust or Sub-Trust or Class shallbe canceled and discharged. In connection therewith, the Trustees shall cause such filings to be made with any federal, state and local regulators as is determined by the Trustees or Trust counsel to be necessary or appropriate. This paragraph shall not be construed to imply anything about the manner in which the Trust itself or any Sub-Trust or Class existing as of the date of this Amendment No. 8 may be terminated, wound up and liquidatedthereupon cease.
(3) Notwithstanding the above provisions of Section 4.2(d), the Trustees may, without the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act of a Sub-Trust, by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office, terminate any of the following Sub-Trusts of the Trust, or any Class of any such Sub-Trust, at any time by prior written notice to the Shareholders of that Sub-Trust or Class:
| • | Multi-Style Equity Fund, |
Section 7.2 Reorganization. The Trustees mayReorganization. Except as set forth below, the Trustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of each Sub-Trust voting separately by Sub-Trust, sell, convey, merge and transfer the assets of the Trust, or(any such transaction is referred to in this Section 7.2 as a “transfer”), to another trust, partnership, association or corporation organized under the laws of any state of the United States, in exchange for cash, shares or other securities with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to the Trust, or (2) not being made subject to, or not with the assumption of such liabilities.
The Trustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of a Sub-Trust, transfer the assets belonging to any one or more Sub-Trusts, to another trust, partnership, association or corporation organized under the laws of any state of the United States, or to the Trust to be held as assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares or other securities (including, in the case of a transfer to another Sub-Trust of the Trust, Shares of such other Sub-Trust) with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to each Sub-Trust the assets of which are so transferred, or (2) not being made subject to, or not with the assumption of such liabilities.No assets belonging to any particular Sub-Trust existing as of the date of this Amendment No. 8 shall be so transferred unless the terms of such transfer shall have first been approved at a meeting called for that purpose by the affirmative vote of the holders of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust. Subject to the requirements of the 1940 Act, assets belonging to any particular Sub-Trust established and designated subsequent to the date of this Amendment No. 8 may be so transferred without the requirement of Shareholder approval at any time by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office.Following such transfer, the Trustees shall distribute such cash, shares or other securities (giving due effect to the assets and liabilities belonging to and any other differences among the various Sub-Trusts the assets belonging to which have so been transferred) among the Shareholders of the Sub-Trust the assets belonging to which have been so transferred; and if all of the assets of theSub-Trust have been so transferred, theSub-Trust shall be terminated.
The Trustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of each Sub-Trust voting separately by Sub-Trust, (1) consolidate the Trust, either as successor, survivor or non-survivor, with one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any one of the constituent entities is organized, or (2) merge the Trust, either as successor, survivor or non-survivor, into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, in connection therewith.
TheTrust, orTrustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of a Sub-Trust, (1) consolidate any one or more Sub-Trusts,may, either asthesuccessor, survivor or non-survivor,(1) consolidate with one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any one of the constituent entities is organized, or (2) mergeinto one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, orany one or more Sub-Trusts, either as successor, survivor or non-survivor, into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts,
partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by one or more Sub-Trusts, as the case may be, in connection therewith. The terms “merge” or “merger” as used herein shall also include the purchase or acquisition of any assets of any other trust, partnership, association or corporation which is an investment company organized under the laws of the Commonwealth of Massachusetts or any other state of the United States. Any such consolidation or merger of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8 may be authorized without the requirement of Shareholder approval at any time by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office. The Trustees shall providepriornotice to affected Shareholders of a reorganization effected under this Section 7.2.
The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the transfer, consolidation or merger of any Class of any Sub-Trust.
Notwithstanding the above provisions of Section 7.2, any transaction effected pursuant to this Section 7.2 with respect to any one of the following Sub-Trusts may be authorized by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office, and without the affirmative vote of the holders of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust:
| • | Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund, |
| PROXY | RUSSELL INVESTMENT | PROXY | ||
| SPECIAL MEETING OF SHAREHOLDERS | ||||
| TO BE HELD ON OCTOBER 25, 2007 |
The undersigned, having received Notice of the Special Meeting of Shareholders of Russell Investment Funds ("RIF") to be held on October 3, 2003,25, 2007, at 9:3010:00 a.m., Pacific Time, at the offices of RIFRussell Investment Funds located at 909 A Street, Tacoma, Washington and the related proxy statement, and hereby revoking all Proxies heretofore given with respect to shares to be voted at the Special Meeting, hereby appoints each of David Craig, Greg Lyons, Mary Beth Rhoden, andGregory Lyons, Mark Swanson and David Craig, or any of them, as Proxies of the undersigned with power to act without the others and with full power of substitution, to vote on behalf of the undersigned as indicated on this proxy card all of the shares in the funds of RIFany Fund of Russell Investment Funds which the undersigned is entitled to vote at the Special Meeting and at any adjournment or postponement thereof, as fully as the undersigned would be entitled to vote if personally present.
THIS PROXY IS SOLICITED ON BEHALF OF RIF'STHE BOARD OF TRUSTEES. Shares will be voted as you specify. The Board of Trustees of RIF recommends that you voteFOR
--- each proposal. IF THIS PROXY CARD IS SIGNED, DATED AND RETURNED WITH NO CHOICE INDICATED AS TO ONE OR MORE PROPOSALS ON WHICH SHARES REPRESENTED BY THIS PROXY CARD ARE ENTITLED TO BE VOTED, SUCH SHARES SHALL BE VOTEDFOR EACH SUCH
--- PROPOSAL. The Proxies are authorized in their discretion to transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. If you vote via facsimile, do not return this proxy card
by mail.
VOTE VIA FACSIMILE: 1-888-796-9932
Note: Please sign exactly as your name
appears on this Proxy card and date. If
signing for estates, trusts or
corporations, title or capacity should
be stated. If shares are held jointly,
each holder should sign.
_______________________________________
Signature
_______________________________________
Signature (if held jointly)
_______________________________________
Date RIF_13381
FUND FUND FUND
- ---- ---- ----
Aggressive Equity Fund Core Bond Fund Multi-Style Equity Fund
Non-U.S. Fund Real Estate Securities Fund
| VOTE VIA TELEPHONE: 1-866-241-6192 | ||||
| VOTE VIA THE INTERNET: https://vote.proxy-direct.com | ||||
| 999 9999 9999 999 | ||||
| NOTE: Please sign exactly as your name appears on this Proxy Card and date. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign. | ||||
| Signature | ||||
| Signature (if held jointly) | ||||
| Date | RIF_17914_072507 | |||
| FUND | FUND | |
| Aggressive Equity | Balanced Strategy | |
| Core Bond | Equity Growth Strategy | |
| Growth Strategy | Moderate Strategy | |
| Multi-Style Equity | Non-U.S. | |
| Real Estate Securities |
Please vote by filling in the appropriate box below. If you do not mark one or more proposals, your Proxy will be votedFOR each such proposal.
---
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
- ---------------------------------------------------------------------------
[_] To vote FOR ALL Funds on ALL Proposals mark this box. (No other vote is
---
necessary.)
- ---------------------------------------------------------------------------
Example: n
¨ To voteFORall Funds onall Proposals mark this box. (No other vote is necessary.) |
1. Elect | FOR ALL | WITHHOLD ALL | FOR ALL | |||||||||
01 Greg J. Stark | 02 Thaddas L. Alston | 03 Kristianne Blake | 04 Daniel P. Connealy | ¨ | ¨ | ¨ | ||||||
05 Jonathan Fine | 06 Raymond P. Tennison, Jr. | 07 Jack R. Thompson | 08 Julie W. Weston | |||||||||
Instruction: To withhold authority to vote for any individual nominee, mark the "For“For All Except"Except” box and write the number and name of any such nominee on the line immediatelyprovided. ____________________________________________________________________
| 2. | Approve changes to the Liquidation Provision of the Master Trust Agreement of the Trust to provide an exception from the Shareholder approval requirement for each Fund: |
¨ To vote all Funds FOR; ¨ to vote all Funds AGAINST; ¨ to ABSTAIN votes for all Funds; or vote separately by Fund below.
______________________________________
2. Approve a change to the fundamental investment objective:
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
| Aggressive Equity | ¨ | ¨ | ¨ | Core Bond | ¨ | ¨ | ¨ | |||||||
| Multi-Style | ¨ | ¨ | ¨ | Non-U.S. | ¨ | ¨ | ¨ | |||||||
| Real Estate Securities | ¨ | ¨ | ¨ | ¨ | ¨ | ¨ |
| 3. | Approve changes to the Reorganization Provision of the Master Trust Agreement of the Trust to provide an exception from the Shareholder approval requirement for each Fund: |
¨ To vote all Funds FOR; ¨ to vote all Funds AGAINST; ¨ to ABSTAIN votes for all Funds; or vote separately by Fund below.
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
| Aggressive Equity | ¨ | ¨ | ¨ | Core Bond | ¨ | ¨ | ¨ | |||||||
| Multi-Style Equity | ¨ | ¨ | ¨ | Non-U.S. | ¨ | ¨ | ¨ | |||||||
| Real Estate Securities | ¨ | ¨ | ¨ | ¨ | ¨ | ¨ |
| 4. | Approve a change in status of the Real Estate Securities Fund |
| FOR | AGAINST | ABSTAIN | ||||||||||||
| Real Estate Securities | ¨ | ¨ | ¨ |
EVERY SHAREHOLDER'SSHAREHOLDER’S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD TODAY!
VOTING INSTRUCTION CARD RUSSELL INVESTMENT FUNDS VOTING INSTRUCTION CARD
OPTIONS
Read your proxy statement and have it at hand when voting.
 |  |  |  | |||||||||
| VOTE ON THE INTERNET | VOTE BY PHONE | VOTE BY MAIL | VOTE IN PERSON | |||||||||
| Log on to: | Call 1-866-241-6192 | Vote, sign and date this Proxy | Attend Shareholder Meeting | |||||||||
| https://vote.proxy-direct.com | Follow the recorded | Card and return in the | 909 A Street | |||||||||
| Follow the on-screen instructions | instructions | postage-paid envelope | Tacoma, WA | |||||||||
| available 24 hours | available 24 hours | on October 25, 2007 | ||||||||||
| VOTING INSTRUCTION | RUSSELL INVESTMENT FUNDS | VOTING INSTRUCTION | ||
| SPECIAL MEETING | ||||
| TO BE HELD ON OCTOBER 25, 2007 |
[INSURANCE COMPANY]
COMPANY NAME]
The undersigned revoking all voting instructions heretofore given, with respect
to shares to be voted at the Special Meeting of Shareholders of Russell
Investment Funds ("RIF") to be held on October 3, 2003 at 9:30 a.m., Pacific
Time, at the offices of RIF located at 909 A Street, Tacoma, Washington, hereby instructs all shares of RIFany Funds of Russell Investment Funds (“RIF”) deemed attributable to the undersigned'sundersigned’s contract or policy with the issuing insurance company named above to be voted as indicated on thethis Voting Instruction Card at the Special Meeting of the Shareholders of RIF to be held on October 25, 2007, at 10:00 a.m. Pacific Time, at the offices of Russell Investment Funds located at 909 A Street, Tacoma, Washington, and at any adjournment or
postponement thereof. The issuing insurance company named above and any proxies appointed by it are authorized in their discretion to transact such other business as may properly come before the Special Meetingspecial meeting or any adjournment or
postponement thereof.
VOTING INSTRUCTIONS ARE SOLICITED BY THE ISSUING INSURANCE COMPANY NAMED ABOVE ON BEHALF OF RIF'SRIF’S BOARD OF TRUSTEES. Shares will be voted as you specify. The Board of Trustees of RIF recommends that you voteFOR each proposal. IF THIS
--- VOTING INSTRUCTION CARD IS SIGNED, DATED AND RETURNED WITH NO CHOICE INDICATED AS TO ONE OR MORE PROPOSALS ON WHICH SHARES REPRESENTED BY THE UNDERSIGNED'SUNDERSIGNED’S CONTRACT OR POLICY ARE ENTITLED TO BE VOTED, SUCH SHARES SHALL BE VOTEDFOR EACH ---
SUCH PROPOSAL. If you vote via telephone, facsimile or the Internet, do not
return this Voting Instruction Card by mail.
VOTE VIA FACSIMILE: 1-888-796-9932
VOTE VIA TELEPHONE: 1-866-235-4258
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
----------------------------------------------------
CONTROL NUMBER: 999 9999 9999 999
----------------------------------------------------
Note: Please sign exactly as your name appears on
this Voting Instruction Card and date. If signing
for estates, trusts or corporations, title or
capacity should be stated. If shares are held
jointly, each holder should sign.
____________________________________________________
Signature
____________________________________________________
Signature (if held jointly)
____________________________________________________
Date RIF_13381
FUND FUND FUND
- ---- ---- ----
Aggressive Equity Fund Core Bond Fund Multi-Style Equity Fund
Non-U.S. Fund Real Estate Securities Fund
| VOTE VIA TELEPHONE: 1-866-235-4258 | ||||
| VOTE VIA THE INTERNET: https://vote.proxy-direct.com | ||||
| 999 9999 9999 999 | ||||
| NOTE: Please sign exactly as your name appears on this Voting Instruction and date. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign. | ||||
| Signature | ||||
| Signature (if held jointly) | ||||
| Date | RIF_17914_072507 | |||
| FUND | FUND | |
| Aggressive Equity | Balanced Strategy | |
| Core Bond | Equity Growth Strategy | |
| Growth Strategy | Moderate Strategy | |
| Multi-Style Equity | Non-U.S. | |
| Real Estate Securities |
Please provide voting instructions by, filling in the appropriate box below. If you do not mark one or more proposals, the sharesShares attributable to your contract or policy, will be votedFOR each such proposal.
---
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]
- ---------------------------------------------------------------------------
[_] To vote FOR ALL Funds on ALL Proposals mark this box. (No other vote is
---
necessary.)
- ---------------------------------------------------------------------------
Example: n
¨ To voteFORall Funds onall Proposals mark this box. (No other vote is necessary.) |
1. Elect | FOR ALL | WITHHOLD ALL | FOR ALL | |||||||||
01 | 02 Thaddas L. Alston | 03 Kristianne Blake | 04 Daniel P. Connealy | ¨ | ¨ | ¨ | ||||||
05 Jonathan Fine | 06 Raymond P. Tennison, Jr. | 07 Jack R. Thompson | 08 Julie W. Weston | |||||||||
Instruction: To withhold authority to vote for any individual nominee, mark "Forthe “For All Except"Except” box and write the number and name of any such nominee on the line immediatelyprovided. ________________________________________________________________________
| 2. | Approve changes to the Liquidation Provision of the Master Trust Agreement of the Trust to provide an exception from the Shareholder approval requirement for each Fund: |
¨ To vote all Funds FOR; ¨ to vote all Funds AGAINST; ¨ to ABSTAIN votes for all Funds; or vote separately by Fund below.
_______________________________________
2. Approve a change to the fundamental investment objective:
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
| Aggressive Equity | ¨ | ¨ | ¨ | Core Bond | ¨ | ¨ | ¨ | |||||||
| Multi-Style | ¨ | ¨ | ¨ | Non-U.S. | ¨ | ¨ | ¨ | |||||||
| Real Estate Securities | ¨ | ¨ | ¨ | ¨ | ¨ | ¨ |
| 3. | Approve changes to the Reorganization Provision of the Master Trust Agreement of the Trust to provide an exception from the Shareholder approval requirement for each Fund: |
¨ To vote all Funds FOR; ¨ to vote all Funds AGAINST; ¨ to ABSTAIN votes for all Funds; or vote separately by Fund below.
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||
| Aggressive Equity | ¨ | ¨ | ¨ | Core Bond | ¨ | ¨ | ¨ | |||||||
| Multi-Style Equity | ¨ | ¨ | ¨ | Non-U.S. | ¨ | ¨ | ¨ | |||||||
| Real Estate Securities | ¨ | ¨ | ¨ | ¨ | ¨ | ¨ |
| 4. | Approve a change in status of the Real Estate Securities Fund |
| FOR | AGAINST | ABSTAIN | ||||||||||||
| Real Estate Securities | ¨ | ¨ | ¨ |
YOUR VOTING INSTRUCTIONS ARE IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR VOTING INSTRUCTION CARD TODAY.
July 2003
TO: CONTRACT OWNERS, POLICY OWNERS AND PAYEES
INVESTED IN RUSSELL INVESTMENT FUNDS
A Special Meeting of the Shareholders of Russell Investment Funds ("RIF")
will be held on Friday, October 3, 2003,INSTRUCTIONS TODAY!
VOTING OPTIONS
Read your proxy statement and have it at 9:30 a.m., Pacific Time, at the
offices of RIF, 909 A Street, Tacoma, Washington 98402. Although you are not a
shareholder of RIF, all or part of the value of your Northwestern Mutual
variable annuity contract or variable life insurance policy is invested in
shares of RIF through NML Variable Annuity Account B or Northwestern Mutual
Variable Life Account, respectively. Your variable annuity contract or variable
life policy provides that you have the right to instruct Northwestern Mutual how
the shares attributable to your contract or policy should be voted at the
Special Meeting.
We have enclosed a booklet from RIF containing a Letter to Shareholders,
Notice of Special Meeting and a Proxy Statement. Also enclosed is a Voting
Instruction Card for each such contract or policy you have invested in RIF. This
material describes in detail the matters to be considered at the Special
Meeting, which include the election of three trustees, changes to RIF's
fundamental investment objectives, and reclassification of RIF's investment
objectives from fundamental to non-fundamental, and contains a phone number you
can call if you have questions regarding the Special Meeting. After reviewing
the material, please complete and sign each Voting Instruction Card and return
it in the self-addressed, postage-paid envelope provided or transmit your voting
instructions via facsimile, telephone or the Internet as described in the Voting
Instruction Card. Shares of RIF attributable to your variable annuity contract
or variable life policy will be voted by Northwestern Mutual in accordance with
your instructions.
Your voting instructions must be received by 4:00 p.m., Eastern Time, on
September 30, 2003. Shares of each fund of RIF held through NML Variable Annuity
Account B or Northwestern Mutual Variable Life Account as to which no timely
voting instructions are received will be voted by Northwestern Mutual in
proportion to the instructions received from those contract owners, policy
owners and payees who furnish timely instructions with respect to shares of that
fund held in the respective Account.
We recommend that you instruct Northwestern Mutual to vote FOR the election
of the three trustees and FOR each of the other proposals presented in the Proxy
Statement.
The Northwestern Mutual Life
Insurance Company
Mason G. Ross,
Executive Vice President
and Chief Investment Officer