UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant  x                             Filed by a party other than the registrant  ¨

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RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

RUSSELL EXCHANGE TRADED FUNDS TRUST

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

RUSSELL EXCHANGE TRADED FUNDS TRUST

1301 Second Avenue, 18th Floor, Seattle, WA 98101

IMPORTANT SHAREHOLDER INFORMATION

This document contains a Joint Proxy Statement and proxy card(s) or voting instruction card(s) for an upcoming shareholder meeting of Russell Investment Company, Russell Investment Funds and Russell Exchange Traded Funds Trust (the “Trusts”“Trust”). A proxy card or voting instruction card is, in essence, a ballot. When you vote using a proxy card or provide voting instructions, you appoint an individual named on the card to act as your proxy at the actual shareholder meeting and you instruct that individual as to how to vote on your behalf at the shareholder meeting. The proxy card(s) or voting instruction card(s) may be completed by checking the appropriate box and voting for or against the proposal.proposals.If you simply sign the proxy or voting instruction card without specifying a vote with respect to a proposal, your shares will be voted in accordance with the recommendation of the Board of Trustees.

We are providing proxy material access to shareholders through the Internet. You can access proxy materials and vote at www.proxyvote.com. Details regarding the matters to be acted upon at this special meeting are described in the Notice Regarding the Availability of Proxy Materials you received in the mail.

Please read the Joint Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your Notice Regarding the Availability of Proxy Materials and at www.proxyvote.com,proxy card(s) or if you have requestedvoting instruction card(s) or received a proxy card by mail, you maycast your vote by signing, voting and returning thatthe proxy cardcard(s) or voting instruction card(s) in the envelope provided. Voting your proxy or providing your voting instructions, and doing so promptly, ensures that the TrustsTrust will not need to conduct additional mailings.mailings or contact you directly to obtain your vote.

Please exercise your right to vote. Thank you.

IMPORTANT NOTICE

Although we recommend that you read the complete Joint Proxy Statement, for your convenience we have provided a brief overview of the proposals. The information provided under the “Questions and Answers” section below is qualified in its entirety by reference to the Joint Proxy Statement.

QUESTIONS AND ANSWERS

Why am I receiving this Joint Proxy Statement?

The Board of Trustees is asking you to vote on the following proposals:

PROPOSAL 1: To elect members to the Boards of Trustees (collectively, the “Board”) of Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”) and Russell Exchange Traded Funds Trust (“RET”) (each, a “Trust” and collectively, the “Trusts”).

The Trusts are currently served by a single set of trustees (the “Trustees”), whereby all trustees serve on the Board of each Trust. The Trusts are sponsored by Russell Investment Management Company (“RIMCo” or the “Manager”), who serves as the investment adviser of each of the separate series of the Trusts (each, a “Fund” and collectively, the “Funds”).

At their meeting held on December 4, 2013, the Trustees determined to present the election of the Trustees who have not been previously elected by the Shareholders (collectively, the “Trustee Nominees”) to hold office until such Trustee Nominee sooner dies, retires, resigns or is removed, as provided for in the Trusts’ organizational documents. Each of RIC, RIF and RET currently have eight Trustees, five of whom have previously been elected by RIC and RIF Shareholders and seven of whom have previously been elected by RET Shareholders. Proposal 1 will not affect the status of those Trustees previously elected by RIC, RIF and RET Shareholders. If any Trustee Nominee does not receive a plurality of all outstanding shares of the Trust voting, such Trustee Nominee will remain on the Board of such Trust as a non-shareholder elected Trustee. RIC and RIF also have one Trustee Emeritus. The Trustee Emeritus does not have the power to vote on matters coming before the Board, or to direct the vote of any Trustee, and generally is not responsible or accountable in any way for the performance of the Board’s responsibilities.

For purposes of Proposal 1, you are entitled to vote if you own shares in any one or more Funds as of the close of the Record Date (defined below) and your vote will be counted together with the votes of Shareholders of other Funds in the same Trust.

PROPOSAL 2: To approve the reclassification of the investment objective of the following RIC Funds from “fundamental” to “non-fundamental” (the “Proposed Reclassifications”): the Russell U.S. Defensive Equity Fund, Russell Investment Grade Bond Fund and Russell International Developed Markets Fund (for purposes of Proposal 2, each, a “Proposal 2 Fund”).

For purposes of the Proposed Reclassifications in Proposal 2, you are entitled to vote if you own shares in any one or more Proposal 2 Funds as of the close of the Record Date (defined below) and your vote with respect to one Proposal 2 Fund in which you hold shares will be counted together with the votes of other Shareholders of such Proposal 2 Fund. A vote for a Proposed Reclassification with respect to one Proposal 2 Fund will not affect the approval of the Proposed Reclassification with respect to any other Proposal 2 Fund.

Why am I being asked to adopt the Proposed Reclassifications?

The Proposed Reclassifications will provide RIMCo with additional flexibility to conduct the investment program of each Proposal 2 Fund. However, if the Proposed Reclassifications are approved by Shareholders of the Proposal 2 Funds, a change to the investment objective of a Proposal 2 Fund would still need to be approved

by the Board, which, through its Investment Committee, reviews and monitors the investment strategies and investment performance of the Funds, including the Proposal 2 Funds. Subsequent to the Proposed Reclassification, RIMCo would then be able to respond to changing market conditions and circumstances consistent with applicable laws, without the potential for the expense and delay that may be associated with arranging for a Shareholder meeting to approve changes in a Proposal 2 Fund’s investment objective.

How do the Trustees suggest that I vote?

After careful consideration, the Trustees, including the Independent Trustees of the Board, unanimously recommend that you vote “FOR” each proposal listed on the proxy card.

Why do the Trustees recommend that I vote “FOR” each of the proposals?

PROPOSAL 1:The Trustees believe that each Trustee Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustee Nominees and the Board, collectively, lead to the conclusion that the Trustee Nominees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that the Trustee Nominees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with RIMCo, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of their duties as Trustees, support this conclusion. The Trustees have also considered the contributions that each Trustee Nominee can make to the Board and each Trust. Additionally, in considering the Trustee Nominees, the Trustees took into account the concern for the continued efficient conduct of the Trusts’ business. In particular, the Trustees considered the requirements of the Investment Company Act of 1940, and any amendments thereto, as they apply to the election of Trustees generally and the Trustee Nominees in particular.

PROPOSAL 2:The Trustees recommend that Shareholders vote to reclassify the Proposal 2 Funds’ respective investment objectives from “fundamental” to “non-fundamental” in order to provide RIMCo with additional flexibility to conduct the investment program of each Proposal 2 Fund. However, if the Proposed Reclassifications are approved by Shareholders of the Proposal 2 Funds, a change to the investment objective of a Proposal 2 Fund would still need to be approved by the Board, which, through its Investment Committee, reviews and monitors the investment strategies and investment performance of the Funds, including the Proposal 2 Funds. Subsequent to the Proposed Reclassification, RIMCo would then be able to respond to changing market conditions and circumstances consistent with applicable laws, without the potential for the expense and delay that may be associated with arranging for a Shareholder meeting to approve changes in a Proposal 2 Fund’s investment objective. The Joint Proxy Statement explains that Shareholders are only being asked to approve the reclassification of the Proposal 2 Funds’ respective investment objectives from “fundamental” to “non-fundamental” and are not being asked to approve changes to any Proposal 2 Fund’s investment objective.

Although the Proposed Reclassifications will provide RIMCo with greater flexibility to respond to future investment opportunities, RIMCo does not anticipate that the proposed changes will materially affect the manner in which the Proposal 2 Funds are currently managed. Accordingly, RIMCo has represented to the Board that it does not anticipate that the Proposed Reclassifications will result in a material change in the level of investment risk associated with investment in any Proposal 2 Fund. In the future, if the Board determines to change materially the manner in which any Proposal 2 Fund is managed, that Fund’s prospectus will be amended to reflect such change and the Fund would provide Shareholders with reasonable notice before the effective date of such change.

Will my vote make a difference?

Yes. Your vote is needed to ensure that the proposals can be acted upon. To avoid the added cost of follow-up solicitations and possible adjournments, please read the Joint Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your Notice Regarding the Availability of Proxy Materials and at www.proxyvote.com. If you have requested or received a proxy card by mail, you may vote by signing, voting and returning that proxy card in the envelope provided. We encourage all shareholders to participate in the governance of the Trusts.

Whom do I call if I have questions?

We will be happy to answer your questions about this proxy solicitation. If you have questions, please call Broadridge Financial Solutions, Inc. at 1-855-976-3325.

How can I vote my shares?

Please refer to the instructions on how to vote found in your Notice Regarding the Availability of Proxy Materials and at www.proxyvote.com. Shareholders are encouraged to vote their shares through the Internet or by the telephone. Shareholders may also vote their shares by requesting a proxy card by mail and signing, voting and returning that proxy card in the envelope provided.

RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

RUSSELL EXCHANGE TRADED FUNDS TRUST

1301 Second Avenue, 18th18^th Floor, Seattle, WA 98101

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To all shareholders of Russell Investment Company, Funds:

Russell Investment Funds and Russell Exchange Traded Funds Trust:

Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”(the “Trust”) and Russell Exchange Traded Funds Trust (“RET”) (each, a “Trust” and collectively, the “Trusts”) areis holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the TrustsTrust (each a “Fund” and collectively the “Funds”) on April 14,November 3, 2014. The Special Meeting will be held at the offices of Russell Investments, 1301 Second Avenue, 18th18^th Floor, Seattle, WA 98101, at 10:11:00 a.m. Pacific Time.

RIC and RIF are eachThe Trust is a Massachusetts business trusts, each operating as a registered management investment company. RIC and RIF currently offer shares of 37 and 9 Funds, respectively. RET is a Delaware statutory trust operating as a registered management investment company. RETThe Trust currently offers shares of one (1) Fund, the Russell Equity ETF. Proposal 19 funds. Each proposal relates to all shareholders of the RIC, RIF and RET Funds. Proposal 2 relates only to shareholders of all of the following RIC Funds: Russell U.S. Defensive Equity, Russell Investment Grade Bond and Russell International Developed Markets Funds (for purposes of Proposal 2, each a “Proposal 2 Fund”).Funds.

TheThis Special Meeting is being held for the purpose of (i) electing three (3) persons (each, a “Trustee Nominee”) toconsidering the Board of Trustees of each of RIC and RIF and one (1) person to the Board of Trustees of RET and (ii) reclassifying the investment objective of certain RIC Funds, the Proposal 2 Funds, from “fundamental” to “non-fundamental.” following proposals:

These matters are discussed in detail in the proxy statementProxy Statement enclosed with this notice.Notice.

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACH PROPOSAL.

The Trusts haveTrust has fixed the close of business on February 5,August 25, 2014 (the “Record Date”) as the record date for determining shareholders entitled to notice of and to vote at the

Special Meeting. Each share of each Fund is entitled to one vote on each proposal applicable to such Fund and a proportionate fractional vote for each fractional share held. You are cordially invited to attend the Special Meeting.

The Funds offer their shares to variable insurance products (each a “Policy”) issued by one or more insurance companies (each an “Insurance Company”) and to certain other investors. Each Insurance Company holds the interests of each Policy owner (each a “Policy Owner”) in a separate account (each a “Separate Account”). As the owners of the assets held in the Separate Accounts, Insurance Companies are the shareholders of the Funds and entitled to vote their shares. Pursuant to applicable laws, the Insurance Companies vote outstanding shares of the Funds in accordance with instructions received from the Policy Owners. In addition to the shareholders of the Funds, this Notice is being delivered to Policy Owners who do not invest directly in or hold shares of the Funds, but who, by virtue of their ownership of the Policies, have a beneficial interest in the Funds as of the Record Date, so that they may instruct the Insurance Companies how to vote their shares of the Funds that underlie their Policies.

Regardless of whether you plan to attend the Special Meeting, we urge you to vote through the Internet at www.proxyvote.com or by telephone by following the instructions on the Notice Regarding the Availability of Proxy Materials you received in the mail and which instructions are also provided on that website,proxy card(s) or if you have requestedvoting instruction card(s), or received a proxy card by mail, by signing, voting and returning yourthe proxy cardcard(s) or voting instruction card(s) in the postage paid envelope so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed inon your Notice Regarding the Availability of Proxy Materialsproxy card(s) or voting instruction card(s) and in the Joint Proxy Statement. If you attendare an Insurance Company or other direct shareholder that attends the Special Meeting, you may vote in person even if you have previously returned your proxy cardcard(s) or have voted through the Internet or by telephone. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the TrustsTrust, or by voting in person at the Special Meeting. Voting instructions may be revoked before they are exercised by submitting a revised voting instruction card or by giving written notice of revocation to the respective Insurance Company in accordance with any deadline imposed by the Insurance Company. It is very important that you vote your proxy or submit your voting instruction card(s) promptly so that a quorum may be ensured and the costs of further solicitations may be avoided.

As always, we thank you for the trust you have placed in our firm.

By Order of the Trusts,Trust,

Sandra Cavanaugh President and Chief Executive Officer Russell Investment Company Russell Investment Funds Russell Exchange Traded Funds Trust

February 5,August 28, 2014

February 5,IMPORTANT NOTICE

Although we recommend that you read the complete Proxy Statement, for your convenience we have provided a brief overview of the proposals. The information provided under the “Questions and Answers” section below is qualified in its entirety by reference to the Proxy Statement.

QUESTIONS AND ANSWERS

Why am I receiving this Proxy Statement?

The Board of Trustees (the “Board” or the “Trustees”) of Russell Investment Funds (the “Trust”) is asking you to vote on the following proposals:

PROPOSAL 1: To approve a new investment advisory agreement between each series of the Trust listed on the Notice of Special Meeting of Shareholders (each a “Fund” and collectively the “Funds”) and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (the “Post-Transaction Agreement”), as a result of a transaction involving the sale of RIMCo’s parent company to London Stock Exchange Group plc (“LSEG”).

Specifically, LSEG has agreed to acquire the entire issued share capital of Frank Russell Company (“FRC”), RIMCo’s parent company, from The Northwestern Mutual Life Insurance Company and other minority shareholders of FRC. The acquisition will be structured as a merger between LSEG US Sub, Inc., an indirect wholly-owned subsidiary of LSEG, and FRC in which FRC will be the surviving corporation (the “Transaction”). The consummation of the Transaction will result in the change of ultimate control of RIMCo. Under the federal securities laws and the terms of each Fund’s existing investment advisory agreement (the “Existing Agreement”), a change of control of RIMCo results in the termination of the Existing Agreement. If RIMCo is to continue to serve as investment adviser to the Funds following the Transaction, it is necessary for shareholders of the Funds to approve the Post-Transaction Agreement for the Funds.

The terms of the Post-Transaction Agreement for each Fund are the same, in all material respects, as the terms of the Fund’s Existing Agreement, with the exception of the date of the agreement. The Post-Transaction Agreement does not change the rate of any Fund’s investment advisory fee, and the Funds will not bear any portion of the costs associated with the Transaction.

PROPOSAL 2: To approve a new investment advisory agreement between each Fund and RIMCo that reflects updated terms and, if approved by shareholders, will go into effect in lieu of the Post-Transaction Agreement following the Transaction or, if the Transaction is not consummated, will replace the Fund’s Existing Agreement (the “New Agreement”). Specifically, the New Agreement will provide RIMCo with greater flexibility in managing the Funds and update the Funds’

Existing Agreement to reflect current industry practices. The New Agreement is being proposed separately from the Post-Transaction Agreement for a Fund in order to allow shareholders to consider the changes to the Fund’s investment advisory agreement separate and apart from the continued engagement of RIMCo as investment adviser following the Transaction.

In the event that shareholders of a Fund approve the New Agreement, the New Agreement—rather than the Post-Transaction Agreement—will go into effect for that Fund following the Transaction. If the New Agreement is approved by shareholders of a Fund and the Transaction is not consummated, the New Agreement will take effect for that Fund at such time as it is determined that the Transaction will not be consummated. The New Agreement does not change the rate of any Fund’s investment advisory fee, and the Funds will not bear any portion of the costs associated with the approval of the New Agreement.

It is important that you consider Proposal 2 separate and apart from, and not as an alternative to, Proposal 1. If you would like RIMCo to continue to serve as investment adviser to a Fund following the Transaction, you should vote “FOR” Proposal 1, regardless of whether you vote “FOR” or “AGAINST” Proposal 2. If Proposal 1 is approved by a Fund’s shareholders but Proposal 2 is not, the Post-Transaction Agreement will take effect for that Fund immediately following the Transaction or, if the Transaction is not consummated, the Existing Agreement will remain in effect for that Fund. If both Proposal 1 and Proposal 2 are approved by a Fund’s shareholders, or Proposal 2 is approved by the Fund’s shareholders but Proposal 1 is not, the New Agreement will take effect for that Fund immediately following the Transaction or at such time as it is determined that the Transaction will not be consummated.

Who is FRC?

FRC was founded in 1936 and has been providing comprehensive asset management consulting services for over 30 years to institutional investors, principally large corporate employee benefit plans. FRC and its subsidiaries comprise Russell Investments, which had $259.7 billion in assets under management as of March 31, 2014.

Who is LSEG?

LSEG is a diversified international market infrastructure and capital markets business. LSEG operates in four main business divisions: Capital Markets, Post Trade Services, Information Services and Technology Services.

LSEG’s Capital Markets division comprises a broad range of international equity, bond and derivatives markets, including: London Stock Exchange; Borsa Italiana; MTS, one of Europe’s leading fixed income markets; and Turquoise, the pan-European multilateral trading facility. Through its various platforms, LSEG offers international businesses and investors unrivaled access to Europe’s capital markets.

Post trade and risk management services are a significant and growing part of LSEG’s business operations. LSEG operates CC&G, the Italian clearing house, and Monte Titoli, the European settlement business. LSEG is also the majority owner of leading multi-asset global clearing service, LCH.Clearnet Group.

LSEG offers its customers an extensive range of real-time and reference data products, including Sedol, UnaVista, Proquote and RNS. FTSE, a world leading index provider owned by LSEG, calculates thousands of unique indices that measure and benchmark markets and asset classes in more than 80 countries around the world.

LSEG is also a leading developer of high performance trading platforms and capital markets software for customers around the world. In addition to LSEG’s own markets, over 40 other organizations and exchanges around the world use LSEG’s MillenniumIT trading, surveillance and post trade technology.

Neither LSEG nor any LSEG affiliate currently provides investment advisory services to any registered investment companies.

Headquartered in London, with significant operations in Italy, France, North America and Sri Lanka, LSEG employs approximately 2,800 people. LSEG’s shares are admitted to the premium segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange. LSEG is a member of the FTSE 100 index and had a market capitalization of approximately £5,466 million at the close of business on August 21, 2014. As a global group, most of LSEG’s activities are subject to regulation on a domestic and/or supranational basis.

How will the Transaction affect the Fund(s) in which I invest?

It is not expected that the Transaction will affect the Funds in which you invest. The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach or how RIMCo manages each Fund. Each applicable Fund’s sub-advisers (or “money managers”) will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. In connection with LSEG’s purchase of FRC, LSEG has stated that it will undertake a comprehensive review of FRC’s investment management business to determine its positioning and fit with LSEG. The comprehensive review and its effect on FRC’s investment management business will not be prejudged by LSEG and one part of the review is to determine whether the FRC investment management business would be more valuable as part of the LSEG organization or as part of an organization with existing investment management activities FRC’s investment management business includes RIMCo and its affiliates that provide services to the Funds. The Funds are not able at this time to determine the outcome of this review or its effect, if any, on FRC’s investment management business or the investment advisory and other services that FRC and its affiliates provide to the Funds. LSEG has stated that for so long as it owns FRC’s investment management business it is committed to maintaining the existing clear focus on client service and fund

performance and that it will pay particular attention to creating appropriate standalone governance and operations for FRC’s investment management business, while also focusing on maintaining strong management and employee continuity.

The proposals do not include any change to any Fund’s investment objective or any change to any Fund’s advisory fee rate or total expense ratio. The Funds will not bear any portion of the costs associated with the Transaction.

How do the Trustees suggest that I vote?

After careful consideration, the Trustees, including the Independent Trustees of the Board, unanimously recommend that you vote “FOR” each proposal listed on the proxy card or voting instruction card.

Why do the Trustees recommend that I vote “FOR” each of the proposals?

PROPOSAL 1: The Transaction involves a change of control that will result in the termination of the Funds’ Existing Agreement. The Trustees believe it is in the best interests of the shareholders of each Fund to provide for continuation of advisory services following the Transaction. Therefore, the Trustees recommend that you vote “FOR” Proposal 1.

PROPOSAL 2: The New Agreement provides RIMCo with greater flexibility in managing the Funds and updates the Funds’ Existing Agreement to reflect current industry practices, allowing RIMCo to more efficiently and effectively manage Fund assets consistent with a Fund’s investment objective. The New Agreement, unlike the Existing and Post-Transaction Agreements, expressly permits RIMCo to manage a Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment management responsibilities in the event it directly manages a Fund’s assets. Unlike discretionary money managers, which purchase and sell individual portfolio securities for the portions of a Fund assigned to them, non-discretionary money managers provide a model portfolio to RIMCo representing their investment recommendations, based upon which RIMCo purchases and sells securities for the Fund. While RIMCo currently uses non-discretionary money managers, the New Agreement allows RIMCo to make greater use of such managers in the future. The flexibility provided by the New Agreement allows RIMCo to create a more customized investment management program for a Fund, depending on the particular characteristics and objectives of that Fund.

Will my vote make a difference?

Yes. To avoid the added cost of follow-up solicitations and possible adjournments, please read the Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your proxy card(s) or voting instruction card(s). You may also vote by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. We encourage all shareholders to participate in the governance of the Trust.

What is the deadline for submitting my vote?

We encourage you to vote as soon as possible to make sure that the Funds receive enough votes to act on the proposals. Unless you are an insurance company or other direct shareholder that attends the meeting to vote in person, your vote (cast by Internet, telephone or paper proxy card) must be received by the Trust prior to the start of the meeting (11:00 a.m. Pacific Time on November 3, 2014). If you hold shares indirectly through a variable insurance product, your insurance company may impose an earlier deadline for submission of your voting instruction card(s).

Who is eligible to vote?

Any person who owned shares of a Fund on the “record date,” which was August 25, 2014 (even if that person has since sold those shares).

RUSSELL INVESTMENT COMPANYWhom do I call if I have questions?

We will be happy to answer your questions about this proxy solicitation. We have engaged Boston Financial Data Services as our proxy solicitation agent. If you have questions, please call 1-888-253-1478.

How can I vote my shares?

For your convenience, you are encouraged to vote in any of the following three simple ways:

Internet—log on to the website address located on your proxy card(s) or voting instruction card(s). You will need the control number found on the proxy card(s) or voting instruction card(s) at the time you execute your vote.

Touchtone Phone—dial the toll-free number on the enclosed proxy card(s) or voting instruction card(s) and follow the automated instructions. Please have the proxy card(s) or voting instruction card(s) available at the time of the call.

Mail—sign, date, and complete the reverse side of the proxy card(s) or voting instruction card(s) and return the proxy card(s) or voting instruction card(s) in the postage-paid envelope provided.

Please respond. Your vote is important whether or not you plan to attend the special meeting. To avoid the added cost of follow-up solicitations and possible adjournments, please take a few minutes to read the proxy statement and cast your vote through the internet or by telephone by following the instructions on your proxy card(s) or voting instruction card(s), or by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. Please take advantage of these prompt and efficient voting options.

RUSSELL INVESTMENT FUNDS

RUSSELL EXCHANGE TRADED FUNDS TRUST

1301 Second Avenue, 18th Floor, Seattle, WA 98101

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 14, 2014

The Funds’ Notice of a Special Meeting of Shareholders, Joint Proxy Statement and Form of Proxy Card are available on the Internet at www.proxyvote.com.

PLEASE RESPOND. YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. TO ASSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, AND TO AVOID THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE ADJOURNMENTS, PLEASE TAKE A FEW MINUTES TO READ THE JOINT PROXY STATEMENT AND CAST YOUR VOTE THROUGH THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS AND ON WWW.PROXYVOTE.COM, OR IF YOU HAVE REQUESTED OR RECEIVED A PROXY CARD BY MAIL, YOU MAY VOTE BY SIGNING, VOTING AND RETURNING THAT PROXY CARD IN THE ENVELOPE PROVIDED. PLEASE TAKE ADVANTAGE OF THESE PROMPT AND EFFICIENT VOTING OPTIONS. YOU MAY ALSO VOTE BY CALLING THE BROADRIDGE FINANCIAL SOLUTIONS, INC. REPRESENTATIVE AT 1-855-976-3325.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY, NO MATTER HOW MANY SHARES YOU OWN.

RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

RUSSELL EXCHANGE TRADED FUNDS TRUST

1301 Second Avenue, 18th Floor, Seattle, WA 98101

JOINT PROXY STATEMENT Dated February 5,August 28, 2014

SPECIAL MEETING OF SHAREHOLDERS

To be Held on April 14,November 3, 2014

Introduction

Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”(the “Trust” or “RIF”) and Russell Exchange Traded Funds Trust (“RET”) (each, a “Trust” and collectively, the “Trusts”) havehas called a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the TrustsTrust (each a “Fund” and collectively the “Funds”) in order to seek shareholder approval of proposals relating to (i) the electionapproval of members to the Trusts’ Boards of Trustees (collectively, the “Board”) and (ii) the reclassification of thenew investment objective of the following RIC Funds from “fundamental” to “non-fundamental”: the Russell U.S. Defensive Equity Fund, Russell Investment Grade Bond Fund and Russell International Developed Markets Fund (for purposes of Proposal 2,advisory agreements for each a “Proposal 2 Fund”).Fund. The Special Meeting will be held at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, on April 14,November 3, 2014 at 10:11:00 a.m. Pacific Time. The Board has sent a Notice Regarding the Availability of Proxy Materials to you and all other shareholders of record who have a beneficial interest in the Funds as of the close of business on or about February 5, 2014. If you expect to attend the Special Meeting in person, please call the TrustsTrust at 1-800-787-7354 (RIC and RIF Shareholders) or1-888-775-3837 (RET Shareholders) to inform themthe Trust of your intentions.intentions and obtain directions on how to attend the Special Meeting.

Items For Consideration

The Trust’s Board of Trustees (the “Board” or the “Trustees”) requests shareholder approval of two proposals at the Special Meeting. The following table identifies the proposals set forth in this Proxy Statement and indicates which Funds are affected by the proposal and whether such Funds vote separately or together on such proposal.

The proxy materials are being mailed to shareholders on or about September 8, 2014.

TABLE OF CONTENTS

INTRODUCTION AND VOTING INFORMATION

For each Fund, the Board is asking youfor approval of the Post-Transaction Agreement and the New Agreement, in each case with RIMCo. As discussed in greater detail below, if approved by shareholders of a Fund, the Post-Transaction Agreement will go into effect for that Fund immediately following the Transaction. If, however, shareholders of a Fund also approve the New Agreement, the New Agreement—rather than the Post-Transaction Agreement—will go into effect for that Fund immediately following the Transaction. If the Transaction is not consummated, RIMCo will continue to approve proposals relating to (i) the election of three (3) persons (each, a “Trustee Nominee”)serve as investment adviser to the BoardFunds in accordance with the Funds’ existing investment advisory agreement (the “Existing Agreement”), unless shareholders of each of RIC and RIF and one (1) persona Fund have approved the New Agreement, in which case RIMCo will provide services to the Board of RET and (ii)Fund under the reclassificationNew Agreement. In that case, the New Agreement will take effect for the Fund at such time as it is determined that the Transaction will not be consummated. Implementation of the investment objectivePost-Transaction Agreement is dependent on consummation of certain RIC Funds, the Transaction, while the New Agreement, if approved by shareholders, will take effect whether or not the Transaction is consummated.

It is important that you consider Proposal 2 Funds,separate and apart from, “fundamental”and not as an alternative to, “non-fundamental.”Proposal 1. If you would like RIMCo to continue to serve as investment adviser to a Fund following the Transaction, you should vote “FOR” Proposal 1, regardless of whether you vote “FOR” or “AGAINST” Proposal 2. If Proposal 1 is approved by a Fund’s shareholders but Proposal 2 is not, the Post-Transaction Agreement will take effect for that Fund immediately following the Transaction or, if the Transaction is not consummated, the Existing Agreement will remain in effect for that Fund. If both Proposal 1 and Proposal 2 are approved by a Fund’s shareholders, or Proposal 2 is approved by the Fund’s shareholders but Proposal 1 is not, the New Agreement will take effect for that Fund immediately following the Transaction or at such time as it is determined that the Transaction will not be consummated.

Who May Vote

All shareholders of the Funds who own shares as of the close of business on February 5,August 25, 2014 (the “Record Date”) are entitled to vote on the proposal(s) applicable to their Fund shares.each proposal. Each share of each Fund will be entitled to one vote on each proposal applicable to such Fund at the Special Meeting and each fraction of a share will be entitled to the fraction of a vote equal to the proportion of a full share represented by the fractional share.Appendix A sets forth the number of shares of beneficial interest outstanding and entitled to be voted of each class of each Fund as of January 17,the close of business on August 1, 2014.

The Funds offer their shares to variable insurance products (each a “Policy”) issued by one or more insurance companies (each an “Insurance Company”) and to certain other investors. Each Insurance Company holds the interests of each Policy owner

(each a “Policy Owner”) in a separate account (each a “Separate Account”). As the owners of the assets held in the Separate Accounts, the Insurance Companies are the shareholders of the Funds and are entitled to vote their shares. Although the Insurance Companies are the owners of the assets held in the Separate Accounts, the Policy Owners may be indirect participants in the Funds. Under applicable law, the participating Insurance Companies provide pass-through voting privileges to the Policy Owners. Policy Owners are asked to complete a voting instruction card, instructing their respective Insurance Company on how to vote the shares in which they are the indirect participants. Votes of Policy Owners for which no voting instructions are received will, depending on the Policy, be voted by an Insurance Company in the same proportion as the votes of Policy Owners for which voting instructions are received by such Insurance Company.

Voting by Proxy or Voting Instructions

ShareholdersYou may submit a vote throughby proxy or voting instructions by voting instruction card in any of the following three simple ways:

Internet—log on to the website address located on your proxy card(s) or voting through telephone touch-toneinstruction card(s). You will need the control number found on the proxy card(s) or voting by signinginstruction card(s) at the time you execute your vote or provide your voting instructions.

Touchtone Phone—dial the toll-free number on the enclosed proxy card(s) or voting instruction card(s) and returning afollow the automated instructions. Please have the proxy card,card(s) or byvoting instruction card(s) available at the time of the call.

Mail—sign, date, and complete the reverse side of the proxy card(s) or voting instruction card(s) and return the proxy card(s) or voting instruction card(s) in the postage-paid envelope provided.

For information about attending the Special Meeting and voting in person (Insurance Companies and voting. To vote by telephone or

Internet, follow the voting instructions as outlined on the Notice Regarding the Availability of Proxy Materials, which will be mailed toother direct shareholders on or about February 19, 2014. These options require shareholders to input a control number, which is located on your Notice Regarding the Availability of Proxy Materials. After entering this number, shareholders will be prompted to provide their voting instructions on the Proposals. Shareholders will have the opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who vote on the Internet, in addition to confirming their voting instructions prior to submission, may also request an e-mail confirming their instructions. If you have requested or received a proxy card by mail, you may use the enclosed postage-paid envelope to mail your proxy card.only), please see below.

If you need more information on how to vote, or if you have any questions, please call the Funds’ proxy solicitation agent Broadridge Financial Solutions, Inc., at 1-855-976-3325.1-888-253-1478. The Trusts urgeTrust urges you to fill out and return your proxy cardcard(s) or voting instruction card(s) or vote by telephone or the Internet, even if you planare a shareholder that plans to attend the Special Meeting. Doing so will not affect your right to attend the Special Meeting and vote.

The Trusts haveTrust has named Mary Beth Rhoden Albaneze,Rick Chase, Jessica Gates, Sareena Khwaja-Dixon, Mary Killgrove, Cheryl Wichers, Mark Swanson and Kari Seabrands as proxies, and their names appear on your proxy card(s) or voting instruction card(s). By signing your proxy cardcard(s) or voting instruction card(s) and returning it or, alternatively, by voting through the Internet or by the telephone by following the instructions on the Notice Regarding the Availability of Proxy Materials,proxy

card(s) or voting instruction card(s), you are appointing or providing instructions for those persons to vote for you at the Special Meeting. If you properly fill in your proxy cardcard(s) or voting instruction card(s) and return it to the TrustsTrust in time to vote, one of the appointed proxies will vote your shares as you have directed. If you sign and return your proxy card,card(s) or voting instruction card(s), but do not make a specific choices,choice with respect to one or more proposals, one of the appointed proxies will vote your shares on the proposal(s) as recommended by the Board.

If an additional matter is presented for vote at the Special Meeting, one of the appointed proxies will vote in accordance with his/her best judgment. At the time this Joint Proxy Statement was printed, the Trusts wereTrust was not aware of any other matter that needed to be acted upon at the Special Meeting other than the proposals discussed in this Joint Proxy Statement.

If you appoint a proxy or provide instructions by signing and returning your proxy card,card(s) or voting instruction card(s), you can revoke that appointment at any timeor those instructions before it isthey are exercised. YouIf you are a shareholder, you can revoke your proxy by sending in another proxy with a later date, by notifying the TrustsTrust in writing that you have revoked your proxy prior to the Special Meeting by writing to the Secretary of the Funds at the following address: 1301 Second Avenue, 18th Floor, Seattle, WA 98101, or by attending the Special Meeting and voting in person. If you are a Policy Owner, you may revoke your voting instructions by sending in revised instructions with a later date or by giving written notice of revocation to the respective Insurance Company. Proxies voted or instructions provided by telephone or through the Internet may be revoked at any time before they are voted in the same manner that proxies voted or instructions provided by mail may be revoked. If you are a Policy Owner, your Insurance Company may impose additional restrictions regarding the time by which your voting instructions must be revoked.

Voting in Person

If you attendare an Insurance Company or other direct shareholder attending the meetingSpecial Meeting and wish to vote in person, you will be given a ballot when you arrive. If you have already voted by proxy and wish to vote in person instead, you will be given an opportunity to do so during the Special Meeting. If you attend the Special Meeting, but your shares are held in the name of your broker, bank or other nominee, you must bring with you a letter from that nominee stating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote. If you do not bring with you such a letter, the Trust may at its discretion accept a provisional ballot from you pending validation that you are the actual beneficial owner of shares of the Fund(s).

Recommendation

The proxy is solicited by the Board on behalf of the Trusts, all of whom recommendTrust, which recommends a vote “FOR ALL” the Trustee Nominees for RIC and RIF and “FOR” the Trustee Nominee for RET, as described in this Joint Proxy Statement, and “For” Proposal 2.each proposal.

Requirement of a Quorum and Vote Needed

A quorum is the number of outstanding shares, as of the Record Date, that must be present, in person or by proxy, in order for a TrustFund to hold a valid shareholder meeting. The TrustsA Fund cannot hold a valid shareholder

meeting unless there is a quorum of shareholders present in person or by proxy. With respect to RIC and RIF, RIC’s SecondThe Trust’s Amended and Restated Master Trust Agreement, as amended, and RIF’s Amended and Restated Master Trust Agreement, as amended, each requireprovides that the presence, in person or by proxy, of a majority of the shares entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to RET, RET’s Amended and Restated Agreement and Declaration of Trust requires that the presence, in person or by proxy, of more than twenty-five percent (25%) of the total combined net asset value of all shares issued and outstanding and entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to the proposal(s) affecting RIC and RIF,quorum. For each Fund, a majority of the shares entitled to vote on each such proposalthe proposals as of the Record Date is required for a quorum for this Special Meeting. With respect to

Because The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) and its affiliates are the proposal affecting RET, more than twenty-five percent (25%)majority shareholders of the total combined net asset value of allFunds, their presence at the Special Meeting in person or by proxy will meet the quorum requirement. Because Northwestern Mutual and its affiliates will vote their shares of RET entitledeach Fund held in Separate Accounts in the same proportion as votes submitted by Policy Owners, it is possible that a small number of Policy Owners can determine the outcome of a matter submitted to vote as of the Record Date is required for a quorum.shareholders.

With respect to Proposal 1, all Shareholdersshareholders of the Fundseach Fund as of the Record Date will be entitled to vote on Proposal 1. For purposes of Proposal 1, your vote will be counted togethervote. Voting with the votes of Shareholders of other Funds in the same Trust.

With respect to Proposal 2, only Shareholders of the Proposal 2 Funds as of the Record Date1 will be entitled to votetake place on Proposal 2. For purposes of the Proposed Reclassifications in Proposal 2,a Fund-by-Fund basis, meaning that your vote with respect to one Proposal 2 Fund in which you hold shares will be counted together with the votes of other Shareholdersshareholders of such Proposal 2 Fund. AFund, but will not be counted together with votes of shareholders of other Funds. Therefore, a vote for a Proposed Reclassificationthe Post-Transaction Agreement with respect to one Proposal 2 Fund will not affect the approval of the Proposed ReclassificationPost-Transaction Agreement with respect to any other Proposal 2 Fund.

With respect to Proposal 1, each Trustee Nominee must receive a plurality of all outstanding shares of the Trust voting, and the Trustee Nominees receiving the most “FOR” votes will be elected (even if less than a majority of the votes cast), provided a quorum is present. Accordingly, with respect to RIC and RIF, each of Mses. Cavanaugh, Burgermeister and Krysty must be one of the three Trustee Nominees receiving the most “FOR” votes in order to be elected. With respect to RET, Ms. Krysty must be the Trustee Nominee receiving the most “FOR” votes in order to be elected. Because each Trustee Nominee is up for election for a distinct seat on the Board and because it is expected that each such election will be uncontested, to the extent that a Trustee Nominee receives any votes, such Trustee Nominee will be elected.

With respect to Proposal 2, all shareholders of each Fund as of the Record Date will be entitled to vote. Voting for Proposal 2 will also take place on a Fund-by-Fund basis, meaning that your vote with respect to one Fund in which you hold shares will be counted together with the votes of other shareholders of such Fund, but will not be counted together with votes of shareholders of other Funds. Therefore, a vote for the New Agreement with respect to one Fund will not affect the approval of the reclassificationNew Agreement with respect to any other Fund.

With respect to each proposal, the approval of the applicable new investment objective of each Proposal 2advisory agreement with respect to a Fund from “fundamental” to “non-fundamental” requires the approval of a majority“majority of the outstanding voting securitiessecurities” of that Proposal 2the Fund. The vote of a majority“majority of the outstanding voting securitiessecurities” of a Proposal 2 Fund means the vote of the lesser of (a) 67% or more of the voting securities of such Proposal 2the Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Proposal 2 Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund. The approval of a new investment advisory agreement with respect to any one Fund is not contingent upon the approval by any other Fund. In addition, the approval of one proposal with respect to a Fund is not contingent upon the approval of the other proposal with respect to that Fund.

Proposal 1 and Proposal 2 Fund. Shareholders of eachare two separate proposals, and a vote for Proposal 2 with respect to a Fund will not affect the approval of Proposal 1 for that Fund. It is therefore important that you consider Proposal 2 separate and apart from, and not as an alternative to, Proposal 1. If you would like RIMCo to continue to serve as investment adviser to a Fund following the Transaction, you should vote separately on“FOR” Proposal 1, regardless of whether you vote “FOR” or “AGAINST” Proposal 2. The investment objective applicable to eachIf Proposal 1 is approved by a Fund’s shareholders but Proposal 2 is not, the Post-Transaction Agreement will take effect for that Fund immediately following the Transaction or, if the Transaction is not consummated, the Existing Agreement will be reclassified only ifremain in effect for that Fund. If both Proposal 1 and Proposal 2 are approved by a Fund’s shareholders, or Proposal 2 is approved by the Shareholders of thatFund’s shareholders but Proposal 2 Fund.

Under rules applicable to broker-dealers, if your broker holds your shares in its name, the broker is allowed to vote your shares on the election of Trustees even if it has not received voting instructions from you. Broker non-votes (i.e., the scenario where a broker-dealer holding shares of a fund on behalf of a beneficial owner does not receive voting instructions from such beneficial owner, and the broker-dealer subsequently declines to vote, or1 is not, permitted tothe New Agreement will take effect for that Fund immediately following the Transaction or at such time as it is determined that the Transaction will not be consummated.

Shares represented in person or by proxy, including shares that abstain or do not vote those shares at the special meeting) and abstentions with respect to Proposal 1 count as “present” solelya proposal, will be counted for purposes of establishingdetermining whether there is a quorum but will not count as votes against each nominee. Broker non-votes and abstentionsat the Special Meeting. Abstentions with respect to a proposal will have the effect of a vote against Proposal 2.the proposal.

Where shares of a Fund are held by another fund for which RIMCo serves as the investment adviser, those shares will be voted for and against a proposal in the same proportion as the votes of the Fund’s other shareholders on that proposal.

Adjournments

In the event that a quorum is not present at the Special Meeting but sufficient votes in favor of a proposal have not been received, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. In addition, an adjournment is permitted if a quorum is present, but a majority has not been reached with respect to Proposal 2.

Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxy and entitled to vote at the Special Meeting. SignedThe persons named as proxies that have been returned to the Trusts without any indication of how the shareholder wished towill vote will be voted in favor of theany proposal to adjourn the Special Meeting.

Solicitation of Proxies

Proxies will be solicited primarily by mailing of the proxy materials, but proxies also may be solicited through further mailings, telephone calls, personal interviews ore-mail by officers of the Funds, employees or agents of RIMCo, and one or more third-party agents, including other financial intermediaries, particularly as the date of the Special Meeting approaches. The Funds have retained a proxy solicitor, Boston Financial Data Services, to assist in forwarding and soliciting proxies. Pursuant to this arrangement, the proxy solicitor has agreed to contact shareholders, banks, brokers, and proxy intermediaries to secure votes on the proposals described in the Proxy Statement. Should shareholders require additional information regarding the proxy, they may call the proxy solicitor toll-free at 1-888-253-1478.

Costs of the Special Meeting

The FundsFrank Russell Company (“FRC”) and/or its affiliates and London Stock Exchange Group plc (“LSEG”) will bear all expenses incurred in connection with Proposal 1 and Proposal 2,the Special Meeting, including the cost of soliciting proxies and the cost associated with any adjournments, whether or not the proposals are approved by shareholders. The Funds will not bear any portion of such expenses. The cost of retaining the Special Meeting will be allocatedproxy solicitor as described above with respect to each Trust, and borne by the Funds organized under such Trust. Costs that are collectively borne by the Funds of each Trust will be allocated among the Funds of such Trust on the basis of relative net assets, except when direct costs can reasonably be attributed to one or more specific Funds.

Additional Information

The date ofall funds for which RIMCo serves as investment adviser, including those not included in this Joint Proxy Statement, is February 5, 2014.estimated to be approximately $635,000. This does not reflect the costs associated with printing and mailing of the proxy materials and the costs associated with reimbursing brokerage firms and other financial intermediaries for their expenses in forwarding proxy materials to the beneficial owners or certain solicitation efforts with respect to, or tabulation of votes from, such beneficial owners, although it does include costs associated with submission of proxy materials to Policy Owners and tabulating their votes.

Additional information about the Funds is available in their respective prospectuses, statements of additional information and annual and semi-annual reports to Shareholders.shareholders. The Funds’ most recent annual and semi-annual reports have previously been mailed to Shareholders.shareholders. Additional copies of any of these documents are available without charge by calling 1-800-787-7354 (RIC and RIF Shareholders) or1-888-775-3837 (RET Shareholders), by writing to 1301 Second Avenue, 18th Floor, Seattle, WA 98101 or by visiting the Funds’ website at www.russell.com.P.O. Box 8420, Boston, MA 02266-8420. All of these documents also are on file with the Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov.

PLEASE VOTE THROUGH THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD(S) OR VOTING INSTRUCTION CARD(S) OR BY COMPLETING, SIGNING AND RETURNING THE ENCLOSED PROXY CARD(S) OR VOTING INSTRUCTION CARD(S) PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 3, 2014

The Funds’ Notice of Special Meeting of Shareholders and Proxy Statement are available on the Internet at www.2voteproxy.com/russell.

Table of Contents

DISCUSSION OF PROPOSALS

PROPOSAL 1: ELECTIONAPPROVAL OF TRUSTEES TOA POST-TRANSACTION INVESTMENT

ADVISORY AGREEMENT FOR THE BOARDFUNDS

Who are the Trustee Nominees?Introduction

Ms. Sandra Cavanaugh, Ms. Cheryl Burgermeister and Ms. Katherine Krysty are the Trustee Nominees. Each currently serves on the Board of each Trust, and each was elected asThe Special Meeting is being called to consider a Trusteeproposal necessitated by the Board untilTransaction, which will involve the Trustee Nominee sooner dies, retires, resigns oracquisition of FRC, a majority owned subsidiary of Northwestern Mutual, by LSEG. FRC is removed, as provided for in the Trusts’ organizational documents pursuant to Article III, Section 3.1(c)parent company of RIC’s Second Amended and Restated Master Trust Agreement, as amended, Article III, Section 3.1(c) of RIF’s Amended and Restated Master Trust Agreement, as amended, and Article IV, Section 1 of RET’s Amended and Restated Agreement and Declaration of Trust. Ms. Sandra Cavanaugh and Ms. Cheryl Burgermeister were also elected by shareholders of RET to serve on the RET Board at a shareholder meeting on October 26, 2012. It is now proposed that Ms. Cheryl Burgermeister and Ms. Sandra Cavanaugh, with respect to RIC and RIF, and Ms. Katherine Krysty, with respect to RIC, RIF and RET, be elected by shareholders to serve on the Board of the Trusts.

One of the Trustee Nominees, Ms. Sandra Cavanaugh,RIMCo, which serves as the Trusts’ President and is consideredinvestment adviser to be an interested personeach Fund. Because the consummation of the Trusts, as that term is defined by the Investment Company Act of 1940, as amended (the “1940 Act”). No Trustee Nominee isTransaction will result in FRC having a party adverse to the Trusts or any of their affiliates in any material legal proceeding, nor does any Trustee Nominee have a materially adverse interest to the Trusts. The tables below set forth information concerning each Trustee Nominee.

Interested Trustee Nominee

Independent Trustee Nominees

The following trustee nominees are considered to be “disinterested” or “independent” persons of the Trusts, meaning that they have no direct affiliation with the Trusts, RIMCo, any sub-advisers, or any other service providers to the Trusts.

Additional Information about the Trustee Nominees

The Trustees believe that each Trustee Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustee Nominees and the Board, collectively, lead to the conclusion that the Trustee Nominees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that the Trustee Nominees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with RIMCo, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of their duties as Trustees, support this conclusion. The Trustees have also considered not only the contributions that each Trustee Nominee can make to the Board and the Trust based upon their particular background, business and professional experience, education and skills, among other things, but also whether such background, business and professional experience, education and skills enhance the Board’s diversity. The Board’s Nominating Committee believes that the Board generally benefits from diversity of background,

experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.

As described in the table above, the Independent Trustee Nominees possess the experience and skills to provide them a basis of acquiring knowledge of the business and operation of the Funds and the Trusts. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee nominee: Ms. Burgermeister has had experience as a member of the Board of Trustees of RIC, RIF and RET and as a certified public accountant and as a member of boards of directors/trustees of other investment companies; and Ms. Krysty also has experience as a member of the Board of Trustees of RIC, RIF and RET and has had business, financial and investment experience as the founder and senior executive of a registered investment adviser focusing on high net worth individuals as well as experience as a certified public accountant and a member of the boards of other corporations and non-profit organizations. Ms. Cavanaugh has had experience with RIC, RIF and RET and other financial services companies, including companies engaged in the sponsorship, management and distribution of investment companies. As a senior officer and/or director of the Funds, RIMCo and various affiliates of RIMCo providing services to the Funds, Ms. Cavanaugh is in a position to provide the Board with such parties’ perspectives on the management, operations and distribution of the Funds.

Why are Trustee Nominees Being Elected at the Present Time?

Section 16(a) ofnew controlling shareholder, under the Investment Company Act of 1940, as amended (the “1940 Act”), requires thatit will result in a boardchange of trustees may fill a board seat vacancy between meetingscontrol of RIMCo and without shareholder approval only if immediately after such vacancy is filled, at least two-thirdsthe assignment and automatic termination of the trustees then holding office were previously elected by shareholders. However, if, at any time, less than a majority of trustees have been elected by holders of the outstanding voting securities, the board of trustees would not be permitted to fill a board seat vacancy and would be required to call a special meeting within sixty (60) daysExisting Agreement for the purpose of electing trustees to fill any existing vacancies.

Following the (i) retirement of two shareholder-elected Trustees, effective December 31, 2013 and (ii) addition of a non-shareholder-elected Trustee effective, January 1, 2014, the RIC and RIF Boards are no longer composed of two-thirds shareholder-elected Trustees. Furthermore, because shareholder-elected Trustees would no longer constitute the majority of Trustees on the RIC and RIF Boards upon the resignation or removal of any existing Trustee in the future, each Trust would be required to hold a special meeting of the shareholders to elect a new Trustee. Such meeting would likely entail additional costs, including the costs of holding a special meeting and complying with the legal and regulatory costs associated with a shareholder vote. Accordingly, the Board recommends that Shareholders vote to provide the Board with the flexibility to fill a future vacancy without holding such a special meeting.Fund. If Proposal 1 is adopted by a Fund and the Board of each Trust would be composed of greater than two-thirds shareholder-elected Trustees and, therefore, no Trust would be required to hold a special shareholder meeting to elect new Trustees.

Proposal 1 will not affect the status of those Trustees previously elected by RIC, RIF and RET Shareholders. Each of these TrusteesTransaction is consummated, RIMCo will continue to hold office duringserve as the lifetimeinvestment adviser to that Fund. In addition, each Fund currently employs sub-advisers (each a “Money Manager” and collectively the “Money Managers”) with the exception of the Trusts exceptModerate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund, and Equity Growth Strategy Fund (each a “Fund of Funds” and collectively the “Funds of Funds”). The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach, or on how RIMCo manages each Fund. Each applicable Fund’s Money Managers will not change as such Trustee sooner dies, retires, resigns or is removed, as provided fora result of the Transaction, although money manager changes will continue to be made in the Trusts’ organizational documents. If any Trustee Nomineenormal course of business.

The terms of the Post-Transaction Agreement for each Fund are the same, in all material respects, as the terms of the Fund’s Existing Agreement, with the exception of the date of the agreement. The Post-Transaction Agreement does not receivechange any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio. In addition, LSEG, like FRC, places significant importance on the retention of key talent in the organization, and the FRC and LSEG management teams are working together to ensure a plurality of all outstanding sharesseamless transition. It is therefore not expected that there will be any change in the personnel currently responsible for managing the Funds as a result of the Transaction or approval of the Post-Transaction Agreement (although such changes may occur in the normal course of business).

In the event the Transaction is not consummated, RIMCo will continue to serve as investment adviser of the Funds pursuant to the terms of the Existing Agreement, unless the New Agreement is approved for a Fund in accordance with Proposal 2, in which case the New Agreement will go into effect for that Fund.

Information Concerning the Trust voting, such Trustee Nomineeand RIMCo

The Trust is currently comprised of 9 separate funds, each with its own investment objective and policies. The Funds’ investment adviser is RIMCo, 1301 Second

Avenue, 18th Floor, Seattle, Washington 98101. RIMCo, an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, pioneered the “multi-style, multi-manager” investment method in mutual funds. As of March 31, 2014, RIMCo managed over $53 billion in 46 mutual fund portfolios. RIMCo, a wholly-owned subsidiary of FRC, was established in 1982 to serve as the investment management arm of FRC.

RIMCo is registered as a “commodity pool operator” under the Commodity Exchange Act and the rules of the Commodity Futures Trading Commission.

The Transaction

LSEG has agreed to acquire the entire issued share capital of FRC, RIMCo’s parent company, from Northwestern Mutual and other minority shareholders of FRC for total cash consideration of US$2.7 billion. The final purchase price is contingent on a number of variables and will remainnot be determined until closing. Approximately US$1.6 billion of the consideration will be financed from the net proceeds of a rights issue by LSEG, with the remaining approximately US$1.1 billion financed from existing LSEG bank debt facilities.

The acquisition will be structured as a merger between LSEG US Sub, Inc., an indirect wholly-owned subsidiary of LSEG, and FRC in which FRC will be the surviving corporation. Following the Transaction, LSEG will become the indirect controlling shareholder of FRC and RIMCo. The Transaction is expected to close in late 2014 or early 2015, subject to LSEG shareholder and regulatory approvals and other conditions being satisfied. One of these conditions is receipt of consents from certain FRC investment management clients (including the Funds) representing at least 70 percent of FRC’s investment management fee revenues as of an agreed upon base date. The registered investment companies advised by RIMCo generate approximately 35 percent of FRC’s investment management fee revenues for purposes of this requirement.

The merger agreement relating to the Transaction will terminate if the Transaction is not consummated by March 31, 2015 (or April 30, 2015, under certain circumstances) and is terminable by FRC or LSEG prior to that date under certain other circumstances. During the period prior to the consummation of the Transaction or earlier termination of the merger agreement, Northwestern Mutual and FRC have agreed not to solicit competing proposals (i.e. alternative transactions to the Transaction) or provide information or engage in discussions with third parties.

Information Concerning LSEG

LSEG is a diversified international market infrastructure and capital markets business. LSEG operates in four main business divisions: Capital Markets, Post Trade Services, Information Services and Technology Services.

LSEG’s Capital Markets division comprises a broad range of international equity, bond and derivatives markets, including: London Stock Exchange; Borsa Italiana; MTS, one of Europe’s leading fixed income markets; and Turquoise, the pan-European multilateral trading facility. Through its various platforms, LSEG offers international businesses and investors unrivaled access to Europe’s capital markets.

Post trade and risk management services are a significant and growing part of LSEG’s business operations. LSEG operates CC&G, the Italian clearing house, and Monte Titoli, the European settlement business. LSEG is also the majority owner of leading multi-asset global clearing service, LCH.Clearnet Group.

LSEG offers its customers an extensive range of real-time and reference data products, including Sedol, UnaVista, Proquote and RNS. FTSE, a world leading index provider owned by LSEG, calculates thousands of unique indices that measure and benchmark markets and asset classes in more than 80 countries around the world.

LSEG is also a leading developer of high performance trading platforms and capital markets software for customers around the world. In addition to LSEG’s own markets, over 40 other organizations and exchanges around the world use LSEG’s MillenniumIT trading, surveillance and post trade technology.

Neither LSEG nor any LSEG affiliate currently provides investment advisory services to any registered investment companies.

Headquartered in London, with significant operations in Italy, France, North America and Sri Lanka, LSEG employs approximately 2,800 people. LSEG’s shares are admitted to the premium segment of the Official List of the United Kingdom Listing Authority and to trading on the BoardLondon Stock Exchange. LSEG is a member of such Trust asthe FTSE 100 index and had a non-shareholder elected Trustee. RIC and RIF alsomarket capitalization of approximately £5,466 million at the close of business on August 21, 2014. As a global group, most of LSEG’s activities are subject to regulation on a domestic and/or supranational basis.

Transaction Not Expected to Adversely Affect RIMCo or the Funds

The Transaction is not expected to have one Trustee Emeritus. The Trustee Emeritus doesany impact on the nature, extent, or quality of services provided by RIMCo to the Funds. In particular, the Transaction is not haveexpected to result in any changes in the powermanner in which RIMCo renders advisory services to vote on matters coming before the Board,Funds or the personnel providing services to direct the voteFunds (although the Transaction is not conditioned upon the continued employment of any Trustee, and generally is not responsible or accountable inRIMCo personnel). While there can be no assurance that any way for the performance of the Board’s responsibilities.

How Long Do Trustees Serve on the Board?

With respect to RIC and RIF, each Trustee shall serve during the continued lifetime of the Trust until he or she retires (or upon reaching the mandatory retirement age of 72), dies, resigns, or is removed by, in substance, a vote of two-thirds of the number of Trustees or of the Trust’s shares outstanding. With respect to RET, each

Trustee shall serve during the continued lifetime of the Trust until he or she retires (or upon reaching the mandatory retirement age of 72), dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. With respect to all Trusts, any Trustee may resign at any time by written instrument signed by him and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with a Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period followingparticular RIMCo employee will continue his or her resignation or removal, or any right to damages or other payment on account of such removal. Any Trustee may be removed at any time by a vote of at least two-thirds of the number of Trustees prior to such removal. Any Trustee may also be removed at any meeting of Shareholders by a vote of two thirds of the total combined net asset value of all shares of the applicable Trust issued and outstanding. A meeting of Shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of Shareholders of a Trust owning 10% or more of the shares of the Trust in the aggregate.

What are the Board’s Responsibilities?

The Board is responsible under applicable state law for generally overseeing management of the business and affairs of the Trusts and does not manage operations on a day-to-day basis. The officers of each Trust, all of whom are employed by and are officers ofemployment with RIMCo or its affiliates, LSEG intends to put in place clear retention plans for key roles at FRC, potentially including certain roles within entities that provide services to the Funds. There will be no change in the

Funds’ Money Managers as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. Further, the members of the Board will not change as a result of the Transaction. RIMCo and the Trust will remain headquartered in Seattle, Washington following the consummation of the Transaction.

In connection with LSEG’s purchase of FRC, LSEG has stated that it will undertake a comprehensive review of FRC’s investment management business to determine its positioning and fit with LSEG. The comprehensive review and its effect on FRC’s investment management business will not be prejudged by LSEG and one part of the review is to determine whether the FRC investment management business would be more valuable as part of the LSEG organization or as part of an organization with existing investment management activities. FRC’s investment management business includes RIMCo and its affiliates that provide services to the Funds. The Funds are responsiblenot able at this time to determine the outcome of this review or its effect, if any, on FRC’s investment management business or the investment advisory and other services that FRC and its affiliates provide to the Funds. LSEG has stated that for so long as it owns FRC’s investment management business it is committed to maintaining the existing clear focus on client service and fund performance and that it will pay particular attention to creating appropriate standalone governance and operations, while also focusing on maintaining strong management and employee continuity. In addition, LSEG and FRC are continuing to work together to establish the scope of potential affiliated business and to assess whether modifications to FRC’s compliance policies and procedures and/or other steps are appropriate.

Impact of the Transaction on the Funds’ Investment Advisory Agreement and Summary of the Proposal

Shareholders of each Fund are being asked to approve the Post-Transaction Agreement between the Fund and RIMCo. The consummation of the Transaction will constitute an “assignment” (as defined in the 1940 Act) of the Existing Agreement. As required by the 1940 Act, the Existing Agreement provides for its automatic termination in the event of an assignment. Accordingly, the Existing Agreement for each Fund will terminate upon the consummation of the Transaction, and approval of the Post-Transaction Agreement for the day-to-dayFund is necessary if RIMCo is going to continue to manage the Funds.

Factors Considered by the Trustees and their Recommendation

On May 20, 2014, LSEG announced that it had entered into exclusive discussions with Northwestern Mutual for the potential acquisition of FRC although there was no certainty that any agreement for a transaction would be reached. On June 26, 2014, the Board was advised by FRC, and LSEG publicly announced, that LSEG had entered into a definitive agreement and plan of merger to acquire FRC, including both its index and investment management businesses. In its announcement (the

“LSEG Announcement”), LSEG stated, among other things, that the investment management business would be the subject of “a comprehensive review to determine its positioning and fit with the Group” and that LSEG is “committed to maintaining a clear focus on client service, fund performance and management and administrationemployee stability, whilst ensuring appropriate standalone governance.” On June 27, 2014, the Board met by conference telephone call to discuss preliminarily the LSEG Announcement with representatives of FRC, RIMCo and LSEG.

In preparation for its evaluation of the Funds’ operations. Post-Transaction Agreement, the Trustees who are not considered to be “interested persons” under the 1940 Act (the “Independent Trustees”), with the advice and assistance of their independent counsel (“Independent Counsel”), requested information to evaluate the Post-Transaction Agreement. In their requests for such information, the Independent Trustees advised RIMCo of their intention to rely upon the information previously provided to the Board in connection with its annual renewal of the Existing Agreement (the “Agreement Evaluation Information”) in their evaluation of the Post-Transaction Agreement, if and to the extent the Agreement Evaluation Information continued to be accurate and complete as of July 29, 2014. The Independent Trustees requested that RIMCo provide any updated and additional information needed for the Board to consider whether the Post-Transaction Agreement should be approved. The foregoing information and other information provided by RIMCo and LSEG to the Board, including the Independent Trustees, in connection with its evaluation of the Post-Transaction Agreement hereinafter is referred to collectively as the “Post-Transaction Agreement Evaluation Information.”

At a meeting held in person on July 17, 2014 (the “Post-Transaction Agreement Information Review Meeting”), the Board in further preparation for its evaluation of the Post-Transaction Agreement reviewed Post-Transaction Agreement Evaluation Information received to the date of that Meeting, first with senior representatives of FRC, RIMCo, Fund management and LSEG, and then in a private session with Independent Counsel, at which no representatives of FRC, RIMCo, LSEG, or Fund management were present, and, on the basis of that review, requested additional information regarding the Transaction and its impact on RIMCo and the Funds.

The Board carries out its general oversight responsibilitiesmet in person on July 29, 2014 to consider approval of the Post-Transaction Agreement (the “Post-Transaction Agreement Evaluation Meeting”). At the Post-Transaction Agreement Evaluation Meeting, the Independent Trustees first met to review additional Post-Transaction Agreement Information received to that date with representatives of FRC, RIMCo, Fund management, and LSEG. Presentations made by FRC, RIMCo and LSEG at the Post-Transaction Agreement Information Review Meeting and the Post-Transaction Agreement Evaluation Meeting (together, the “Transaction Board Meetings”), as part of this review, encompassed all of the Funds and the other RIMCo-managed funds for which the Board has supervisory responsibility (the “Other Russell Funds”). Information received by the Board, including the Independent Trustees, at the Transaction Board

Meetings is included in the Post-Transaction Agreement Evaluation Information. Presentations made by FRC, RIMCo and LSEG at the Transaction Board Meetings are included in the Post-Transaction Agreement Evaluation Information. Prior to voting at the Post-Transaction Agreement Evaluation Meeting, the Independent Trustees met in executive session with Independent Counsel, at which no representatives of FRC, RIMCo, LSEG, or Fund management were present, to review additional Post-Transaction Agreement Evaluation Information received prior to and at the Meeting. The discussion below reflects all of these reviews.

The Board’s evaluation of the Post-Transaction Agreement reflected the Post-Transaction Agreement Evaluation Information and other information received by the Board during the course of the year or prior years (including the Agreement Evaluation Information, as supplemented by RIMCo through the date of the Post-Transaction Agreement Evaluation Meeting) and the findings made by the Board in respect of the Funds’ operationsExisting Agreement at its May 19-20, 2014 meeting (the “Agreement Evaluation Meeting”) (see “Approval of Existing Agreement” attached asExhibit G). The Independent Trustees’ evaluations of the Post-Transaction Agreement also reflected the knowledge and familiarity gained as Board members of the Funds and Other Russell Funds with respect to services provided by among other things, meeting withRIMCo, RIMCo’s affiliates, and each Money Manager to the Trusts’ managementFunds under the Existing Agreement and services proposed to be provided to the Funds under the Post-Transaction Agreement. The Board noted the short period of time since the Agreement Evaluation Meeting and that information provided by RIMCo to update and supplement the Agreement Evaluation Information through the date of the Post-Transaction Agreement Evaluation Meeting did not affect the conclusions reached by the Board at the Board’s regularly scheduled meetings and as otherwise needed and, withAgreement Evaluation Meeting described inExhibit G.

In approving the assistance of the Trusts’ management, monitoring or evaluating the performance of the Funds’ service providers, including RIMCo, the Funds’ custodian and the Funds’ respective transfer agents. As part of this oversight process,Post-Transaction Agreement, the Board consults not only withconsidered all factors it believed relevant in exercising its business judgment, including the following:

(6)

LSEG’s assurances that there were no circumstances that could be envisaged at the time of the Post-Transaction Agreement Evaluation Meeting under which the Funds may be left without an investment manager to conduct their investment programs and that, whatever the outcome of the comprehensive review and for as long as it owns the FRC investment management business, it is committed to maintaining the existing clear focus on client service and fund performance in FRC’s investment management business;

(11)

RIMCo’s understanding, based on discussions with Northwestern Mutual, that Northwestern Mutual intends to continue its participation in the Funds following the Transaction, and RIMCo’s advice that if Northwestern Mutual redeems all assets from the Funds, the Funds likely would need to be liquidated;

(19)

the demands and complexity of managing the Manager-of-Managers Funds pursuant to the manager-of-managers structure, the special expertise of RIMCo with respect to the manager-of-managers structure of those Funds, and the Board’s belief that, at the current expense ratio of each Manager-of-Managers Fund, there would likely be no acceptable alternative investment managers to replace RIMCo on comparable terms given the need to continue the manager-of-managers strategy selected by shareholders in purchasing their shares of Manager-of-Managers Funds which employ a manger-of-managers structure or Funds of Funds that indirectly employ a manager-of-managers strategy through their investments in the Underlying Funds.

In evaluating the Post-Transaction Agreement, the Board considered the possibility that, depending upon the results of the comprehensive review, the FRC investment management business would be conducted pursuant to the Post-Transaction Agreement as an independent part of its monitoring efforts, the Board reviews Fund fees and expensesLSEG organization following completion of the Transaction, without any significant diminution expected in light of the nature, scope and overall quality of services provided to the Funds. The Board is requiredFunds, and without any expected effect on the Funds’ Advisory Fees (contractual or actual), expenses, profitability, economies of scale, or other fees or benefits to FRC or RIMCo or their affiliates from their Fund relationships. However, the Independent Trustees were unable on the basis of the Post-Transaction Agreement Evaluation Information to determine the outcome of the comprehensive review or its effects, if any, on the FRC investment management business generally or on any of the investment advisory and other services that RIMCo and other FRC affiliates provide to the Funds under the 1940 Act toExisting Agreement. Among other things, the Board could not determine whether or for how long FRC’s investment management business will continue as part of the LSEG organization following conclusion of the comprehensive review. In its deliberations, the Board considered the above and other relevant factors in light of the uncertain outcome and effects of the comprehensive review and, consequently, identified the principal factor in determining whether to approve the Funds’ contractsPost-Transaction Agreement as the need to provide for uninterrupted investment advisory and other services required for the operations of the Funds following the automatic termination of the Existing Agreement upon completion of the Transaction. No other single factor reviewed by the Board was identified by the Board as a principal factor in determining whether to approve the Post-Transaction Agreement and each Board member attributed different weights to the various factors. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made separately in respect of each Fund. After careful consideration of all factors, principally the need for continuation of investment advisory and other services required for the operation of the Funds following termination of the Existing Agreement, the Board believed that approval of the Post-Transaction Agreement would be in the best interests of each Fund and its shareholders for a period ending two years from the date of the Post-Transaction Agreement, but advised Fund management of its intention (subject to the outcome of the comprehensive review) to evaluate the continuance of the Post-Transaction Agreement within one year of its effectiveness, although not required to do so by the terms of the Post-Transaction

Agreement or the 1940 Act. The Independent Trustees were advised by Independent Counsel throughout the process of evaluating the Post-Transaction Agreement. Prior to the Post-Transaction Agreement Information Review Meeting, the Board received a memorandum from counsel to the Funds discussing its responsibilities in connection with RIMCoits evaluation of the Post-Transaction Agreement and the money managers.Independent Trustees separately received a memorandum discussing such responsibilities from Independent Counsel.

WhatTerms of the Existing and Post-Transaction Agreements

This section summarizes the terms of the Post-Transaction Agreement. The terms of the Post-Transaction Agreement for each Fund are the Board’s Standing Committees?

Each Board has a standing Audit Committeesame, in all material respects, as the terms of the Fund’s Existing Agreement. The Post-Transaction Agreement does, however, reflect certain administrative updates to the Existing Agreement (such as name changes, updated references to the Trust’s trust instrument, and clarifying updates). Included among such updates are changes made for the purpose of removing historical references to administrative services that is composed of Mr. Jack R. Thompson and Mses. Kristianne Blake and Cheryl Burgermeister. Each Audit Committee operatesare no longer provided under a formal written charter approved by its respective Board, which sets forth the Audit Committees’ current responsibilities. A copy of each charterExisting Agreement. Because these services are not being provided under the Existing Agreement, this is not available ona material difference between the Trusts’ respective websites, but can be foundExisting and Post-Transaction Agreements.

The following summary of the Post-Transaction Agreement is qualified by reference to the representative form of the Post-Transaction Agreement attached to this Joint Proxy Statement asExhibit A. The contractual rate of the advisory fee payable by each Fund to RIMCo is set forth inExhibit C. Information regarding the date of the Existing Agreement for each Fund is set forth inExhibit E. Information regarding RIMCo, its other investment company clients, and fees paid by the Funds to its affiliates is included inExhibit F.

Advisory and Other Services. Under the Post-Transaction Agreement, like under Exhibit A. The Audit Committee’s primary functions are: (1)the Existing Agreement, RIMCo will, among other things, appoint one or more persons or companies (“Money Managers”) for each of the Funds, which will have full investment discretion and will make all determinations with respect to assist Boardthe assets of the Fund assigned to it. In this regard, RIMCo will provide oversight of (a) the integrity of the Funds’ financial statements, (b) the Trusts’ compliance with legalMoney Managers and regulatory requirements that relate to financial reporting, as appropriate, (c) the independent registered public accounting firm’s qualifications and independence, and (d) the performance of the Trusts’ independent registered public accounting firm; (2) to oversee the preparation of an Audit Committee report as required by the SEC to be included in each Trust’s Form N-CSR or any proxy statement, as applicable; (3) to oversee the Trusts’ accounting and financial reporting policies and practices and its internal controls; and (4) to act as a liaison between the Trusts’ independent registered public accounting firm and the full Board. The Audit Committee reviews both the audit and non-audit work of the Trusts’ independent registered public accounting firm, submits a recommendationrecommendations to the Board as to the selectionhiring and termination of Money Managers. RIMCo will also have full investment discretion to make determinations with respect to investment of Fund assets not assigned to a Money Manager. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will also provide certain information for the preparation of registration statements, reports, and other documents required by federal and state securities laws.

As noted above, the Post-Transaction Agreement, unlike the Existing Agreement, does not include historical references to administrative services that are no longer provided under the Existing Agreement. Because these services are not being

provided under the Existing Agreement, this difference will result in no difference in the actual services being provided to the Funds by RIMCo under the Existing and Post-Transaction Agreements.

Use of FRC Research. The Post-Transaction Agreement, like the Existing Agreement, authorizes RIMCo to utilize (and expects that RIMCo will use) the research and other resources of FRC (its corporate parent), or any predecessor organization, in providing its advisory services. Neither RIMCo nor the Trust is obligated to pay any fee to FRC for these services.

Execution and Allocation of Portfolio Brokerage Commissions. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo (or the Money Managers) will place orders for the execution of the independent registered public accounting firm,Funds’ portfolio transactions. The primary objective when placing such orders will be to obtain the best net price and pre-approves (i)execution for the Trust, but this requirement is not deemed to obligate RIMCo or a Money Manager to place an order solely on the basis of obtaining the lowest commission rate if the other standards set forth in the provision are met. In this regard, orders may be placed with a broker who charges a commission for the transaction which is in excess of the amount of the commission that another broker would have charged for effecting the transaction, provided that the excess commission is reasonable in relation to the value of brokerage and research services provided by that broker. RIMCo and the Money Managers are permitted to use an affiliate of RIMCo to execute brokerage commissions when RIMCo or a Money Manager has determined that the Trust will receive competitive execution, price, and commissions.

Expenses of the Trust. Under the Post-Transaction Agreement, like under the Existing Agreement, the Trust will pay all auditits expenses other than those expressly assumed by RIMCo. The Post-Transaction Agreement, like the Existing Agreement,contains a non-exhaustive list of expenses to be paid by the Trust. The expenses to be paid by the Trust, as set forth in the Post-Transaction Agreement (and as is set forth in the Existing Agreement), include fees for the services of the Money Managers. Notwithstanding this provision, elsewhere in the Post-Transaction Agreement (as in the Existing Agreement) RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust.The Post-Transaction Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement.

The costs associated with the Transaction, including the costs associated with calling this Special Meeting and non-auditthe solicitation of proxies to be voted at the Special Meeting, are not being borne by the Funds, but are being borne by FRC and/or its affiliates and LSEG.

Activities of RIMCo and its Affiliates. Under the Post-Transaction Agreement, as under the Existing Agreement, the services of RIMCo and its affiliated corporations to the Trust are not to be deemed exclusive, and RIMCo and any affiliates are free to

render similar services to others. Under the Post-Transaction Agreement, RIMCo and its affiliated corporations will continue to use the same skill and care in the management of the Funds as they use in the administration of other accounts to which they provide asset management consulting and manager selection services, but are not obligated to give the Trust more favorable or preferential treatment vis-a-vis their other clients.

Under the Post-Transaction Agreement, as under the Existing Agreement, the Trust expressly recognizes that Russell Investment Company is a client of RIMCo and that Russell Trust Company, a corporation affiliated with RIMCo, is also a client of a corporation affiliated with RIMCo and each of Russell Investment Company and Russell Trust Company receives substantially the same portfolio structuring and money manager selection services from the affiliate as does the Trust.

Under the Post-Transaction Agreement, as under the Existing Agreement, it is understood that Trustees, officers, agents, and shareholders of the Trust are or may be renderedinterested in RIMCo or its affiliates as directors, agents, or stockholders of RIMCo or its affiliates are or may be interested in the Trust as Trustees, officers, agents, shareholders, or otherwise; that RIMCo or its affiliates may be interested in the Trust as shareholders or otherwise; and that the effect of any such interests will be governed by the independent registered public accounting firmTrust’s governing documents and the 1940 Act.

Compensation of RIMCo. The Post-Transaction Agreement, like the Existing Agreement, provides that RIMCo will receive from each Fund an annual management fee, accrued daily at the rate of 1/365^th of the applicable management fee and payable following the last day of each month, of a specified annual percentage of each Fund’s average daily net assets during the month (seeExhibit C to this Proxy Statement for these management fee rates).The Post-Transaction Agreement does not change any Fund’s advisory fee rate.

The aggregate amount of advisory fees incurred by each Fund for its most recently completed fiscal year are set forth inExhibit D to this Proxy Statement.

Liabilities of RIMCo. The Post-Transaction Agreement, like the Existing Agreement, provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will not be responsible or liable for the Trusts, (ii) all audit services providedinvestment merits of any decision by a Money Manager to RIMCo,purchase, hold, or any affiliate thereof that provides ongoing services to the Trusts, relating to the operationssell a security for a Fund’s portfolio.

Renewal and financial reportingTermination. The Post-Transaction Agreement will become effective upon consummation of the Trusts,Transaction and (iii) all non-audit services relatingwill continue in effect as to each Fund for an initial two-year period. Following that period, as in the operations and financial reportingcase of the Trusts, provided to RIMCo, or any affiliate thereof that provides ongoing services to the Trusts, by any auditors with an ongoing relationship with the Trusts. 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.Existing

Each Board hasAgreement, the Post-Transaction Agreement is renewable annually for successive one-year periods (i) by a standing Nominating and Governance Committee that is composedvote of Messrs. Thaddas L. Alston and Raymond P. Tennison, Jr. and Ms. Kristianne Blake, all of whom are independent. Each Nominating and Governance Committee operates under a formal written charter approved by its respective Board, which sets forth the Nominating and Governance Committees’ current responsibilities. A copy of each charter is not available on the Trusts’ respective websites, but can be found attached to this Joint Proxy Statement under Exhibit C. The primary functionsmajority of the NominatingTrustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and Governance Committee are to: (1) nominate and evaluate individuals for Trustee membership onin either case by a majority of the Board, including individualsTrustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement.

Additionally, the Post-Transaction Agreement, like the Existing Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the Trusts for IndependentBoard or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to RIMCo; (ii) will immediately terminate in the event of its assignment; and (iii) may be terminated by RIMCo on 60 days’ written notice to the Trust.

Similar to the Existing Agreement, under the Post-Transaction Agreement, in the event that FRC elects to withdraw the use of the name “Frank Russell” (or any derivative thereof) from the Trust (to which it has granted the right to use such name under the agreement), the Trust will submit the question of continuing the agreement to a vote of shareholders.

Miscellaneous

RIMCo and the Funds are unaware of any Trustee membership; (2) supervisehaving any material interest, direct or indirect, in any material transactions since the beginning of the most recently completed fiscal year, or in any material proposed transactions, to which RIMCo, FRC, Northwestern Mutual, LSEG or any subsidiary of RIMCo, FRC, Northwestern Mutual, or LSEG was or is to be a party, except as follows: Sandra Cavanaugh, Interested Trustee, President, and Chief Executive Officer of the Trust, may be deemed to have such an annual assessment byinterest, and a substantial interest in the approval of the Post-Transaction Agreement, through her compensation arrangements with FRC.

If the shareholders of a particular Fund do not approve the Post-Transaction Agreement with respect to that Fund and the Transaction is consummated, the Trustees taking into account such factorswill consider what further action to take consistent with their fiduciary duties to that Fund. Such action will initially include obtaining for the Fund interim investment advisory services (at no more than the current fee rate for up to 150 days following the Transaction) from RIMCo. In the event the Transaction is not consummated, RIMCo will continue to serve as the Committee may deem appropriate; (3) review the compositioninvestment adviser of the Board; (4) review Independent Trustee compensation;Funds pursuant to the terms of the Existing Agreement, unless the New Agreement is approved for a Fund in accordance with Proposal 2, in which case the New Agreement will go into effect for that Fund.

Additional Information Pertaining to RIMCo

For additional information concerning the ownership structure, affiliations, and (5) make nominationscertain other matters pertaining to RIMCo currently and as will be in effect upon the consummation of the Transaction, seeExhibit F.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act provides to an investment adviser that receives compensation or other benefit in connection with the sale of its business involving a registered investment company a non-exclusive safe harbor from claims that the transfer of its advisory relationship constituted sale of the investment adviser’s “fiduciary office” in violation of its fiduciary duty. The application of the safe harbor is subject to two conditions. First, for membershipa period of three years after the transaction, at least 75% of the investment company’s board of trustees must not be “interested persons” (as defined in the 1940 Act) of the new or former investment adviser. Second, there may not be imposed an “unfair burden” on all Board committees and review the responsibilitiesinvestment company as a result of each committee. In identifying and evaluating nominees, the Nominating and Governance Committee considers factors it deems relevant which include: whethersuch transaction, or not the person is an “interested person”any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, and whetherincludes any arrangement during the person is otherwise qualified under applicable laws and regulations to serve on the Board; whether or not the person has any relationship that might impair his or her independence, such as any business, financial or family relationships with Fund management,two-year period after a change of control transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the Funds, Fund service providers or their affiliates; whether or notinvestment company (other than ordinary fees for bona fide principal underwriting services).

LSEG has provided assurances that for a period of two years following the person serves on boards of, or is otherwise affiliated with, competing organizations or funds; and the character and integrityeffective date of the person andPost-Transaction Agreement, it will use reasonable best efforts not to engage in activities that would impose an “unfair burden” on the contribution whichFunds within the person can make to the Board. The Nominating and Governance Committee does not have a formal diversity policy but it may consider diversitymeaning of professional experience, education and skills when evaluating potential nominees. The Committee will not consider nominees recommended by ShareholdersSection 15(f) of the Funds.1940 Act.

Each Board also has a standing Investment Committee that is composed of Messrs. Thaddas L. Alston, Daniel P. Connealy and Raymond P. Tennison, Jr. and Mses. Katherine W. Krysty and Sandra Cavanaugh. Each Investment Committee operatesRequired Vote

As provided under a written charter approved by its respective Board. The principal responsibilitiesthe 1940 Act, approval of the Investment Committee are to: (1) regularly review and monitor the investment strategies and investment performance of the Funds; (2) 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) review the investment performance benchmarks and peer groups used in reports delivered to the Board; (4) review such matters that are related to the investments, investment strategies and investment performance of the Funds as would be considered by the Board as the Committee may deem to be necessary or appropriate; and (5) 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.

How Does the Board of Trustees Oversee Risk?

The Board’s role in risk oversight of the Funds reflects its responsibility under applicable state law to oversee generally, rather than to manage, the operations of the Funds. In line with this oversight responsibility, the Board receives reports and makes inquiry at its regular meetings and as needed regarding the nature and extent of significant Fund risks (including investment, operational, compliance and valuation risks) that potentially could have a material adverse impact on the business operations, investment performance or reputation of the Funds, but relies upon the Funds’ management (including the Funds’ portfolio managers), the Funds’ Chief Compliance Officer (“CCO”), who reports directly to the Board, and RIMCo (including RIMCo’s Chief Risk Officer (“CRO”)) to assist it in identifying and understanding the nature and extent of such risks and determining whether, and to what extent, such risks may be eliminated or mitigated. Under the Funds’ multi-manager structure, RIMCo is responsible for oversight, including risk management oversight, of the services provided by the Funds’ money managers, and providing reports to the BoardPost-Transaction Agreement with respect to a Fund will require the money managers.vote of a majority of the outstanding voting securities of that Fund. In addition to reports and other information received from Fund management and RIMCo regardingaccordance with the Funds’ investment program and activities, the Board as part of its risk oversight efforts meets at its regular meetings1940 Act and as needed with representativesused in this Proposal 1, a “majority of the Funds’ senior management, including its CCO, to discuss, among other things, risk issues and issues regardingoutstanding voting securities” of a Fund means the policies, procedures and controlsvote of the Funds. The Board receives quarterly reports from the CCO and other representativeslesser of (a) 67% or more of the Fund’s senior management which include information

regarding risk issues and receives an annual report from the CRO. The Board may be assisted in performing aspects of its role in risk oversight by the Audit Committee, the Investment Committee and such other standing or special committees as may be established from time to time by the Board. For example, the Audit Committeevoting securities of the Board regularly meets withFund present at the Funds’ independent public accounting firm to review, among other things, reports onmeeting, if the Funds’ internal controls for financial reporting. The Board believes it is not possible to identify all risks that may affect the Funds; it is not practical or cost-effective to eliminate or mitigate all risks; and it is necessary for the Funds to bear certain risks (such as investment-related risks) to achieve their investment objectives. The processes or controls developed to address risks may be limited in their effectiveness and some risks may be beyond the reasonable controlholders of more than 50% of the Board, the Funds, RIMCo, RIMCo’s affiliates or other service providers. Because the Chairmanoutstanding voting securities of the Board and the Chair of eachFund are present or represented by proxy; or (b) more than 50% of the Board’s Audit, Investment and Nominating and Governance Committees are Independent Trustees, the manner in which the Board administers its risk oversight efforts is not expected to have any significant impact on the Board’s leadership structure.

The Board has determined that its leadership structure, including its role in risk oversight, is appropriate given the characteristics and circumstancesoutstanding voting securities of the Funds, including such factors as the number of Funds, the Funds’ share classes, the Funds’ distribution arrangements and the Funds’ manager of managers structure. In addition, the Board believes that its leadership structure facilitates the independent and orderly exercise of its oversight responsibilities.

How Often Does the Board Meet?

Fund. The Board typically meets at least five times a year to review the operationsapproval of the Trusts and the Funds. During RIC’s last fiscal year, the Board met 8 times. During RIF’s last fiscal year, the Board met 7 times. During RET’s last fiscal year, the Board met 10 times. Generally, all meetings are held in person. The Audit Committee generally meets quarterly. During RIC’s last fiscal year, the Audit, Nominating and Governance and Investment Committees each met 4 times. During RIF’s last fiscal year, the Audit and Investment Committees each met 4 times and the Nominating and Governance Committee met 2 times. During RET’s last fiscal year, the Audit and Nominating and Governance Committees each met 4 times and the Investment Committee met 2 times.

Are the Trustees and Officers of the Trusts Paid for Their Services to the Trusts?

Trustees are paid an annual retainer plus meeting attendance and chairperson fees, both at the Board and Committee levels, in addition to any travel and other expenses incurred in attending Board and Committee meetings. The Trusts’ officers and employees are paid by RIMCo or its affiliates.

The following table sets forth the compensation that was paid to each Trustee by the Trusts for the calendar year ending December 31, 2013.

Do the Trustee Nominees Own Fund Shares?

As of December 31, 2013, the Trustee Nominees owned the followingPost-Transaction Agreement with respect to all funds inany one Fund is not contingent upon the Russell family of investment companies:approval by any other Fund.

How Should I Vote on the Proposal?

The Trusts’ Board of Trustees unanimously recommends that you vote “FOR ALL” of the Trustee Nominees for RIC and RIF and “FOR” the Trustee Nominee for RET.FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THE POST-TRANSACTION AGREEMENT WITH RIMCO.

PROPOSAL 2: APPROVAL OF RECLASSIFICATION OFA NEW INVESTMENT ADVISORY

AGREEMENT FOR THE INVESTMENT OBJECTIVES OFFUNDS

CERTAIN FUNDS FROM “FUNDAMENTAL” TO “NON-FUNDAMENTAL”Introduction

For purposesShareholders of each Fund are being asked to approve the New Agreement, which updates the terms of the Fund’s Existing Agreement to provide RIMCo with greater flexibility in managing the Fund and to reflect current industry practices.

The New Agreement does not change any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio. In addition, LSEG, like FRC, places significant importance on the retention of key talent in the organization, and the personnel currently responsible for managing the Funds are therefore not expected to change as a result of approval of the New Agreement (although such changes may occur in the normal course of business).

The New Agreement is being proposed separately from the Post-Transaction Agreement for a Fund in order to allow shareholders to consider the changes to the Fund’s investment advisory agreement separate and apart from the continued engagement of RIMCo as investment adviser following the Transaction.

It is important that you consider Proposal 2 referencesseparate and apart from, and not as an alternative to, Proposal 1. If you would like RIMCo to continue to serve as investment adviser to a Fund following the Transaction, you should vote “FOR” Proposal 1, regardless of whether you vote “FOR” or “AGAINST” Proposal 2. If Proposal 1 is approved by a Fund’s shareholders but Proposal 2 is not, the Post-Transaction Agreement will take effect for that Fund immediately following the Transaction or, if the Transaction is not consummated, the Existing Agreement will remain in effect for that Fund. If both Proposal 1 and Proposal 2 are approved by a Fund’s shareholders, or Proposal 2 is approved by the Fund’s shareholders but Proposal 1 is not, the New Agreement will take effect for that Fund immediately following the Transaction or at such time as it is determined that the Transaction will not be consummated.

Background

RIMCo provides or oversees the provision of all investment advisory and portfolio management services for the Funds, including designing and constructing the investment program for each Fund and managing each Fund’s overall portfolio characteristics. Except for the Funds of Funds, the Funds are multi-manager funds. After design and construction, RIMCo selects, subject to the words “Fund” or “Funds” apply onlyapproval of the Funds’ Board of Trustees, and allocates most Fund assets among multiple discretionary money managers. RIMCo oversees and evaluates the performance results of the Funds’ money managers. The Funds’ discretionary money managers purchase and sell individual portfolio securities for the portions of the Fund assigned to them. Certain money managers may also have non-discretionary asset management assignments pursuant to

which they provide a model portfolio to RIMCo representing their investment recommendations, based upon which RIMCo purchases and sells securities for the Fund. Money managers are unaffiliated with RIMCo. RIMCo manages the portion of each Fund’s assets that RIMCo determines not to allocate to the following RIC Funds: Russell U.S. Defensive Equity Fund, Russell Investment Grade Bond Funddiscretionary money managers. Assets not allocated to discretionary money managers include assets managed by RIMCo based upon model portfolios provided by non-discretionary money managers, a Fund’s liquidity reserves, and Russell International Developed Markets Fund.

Information About the Proposed Reclassifications

As described in the following proposal, the Board also recommends that the shareholders of the Funds approve the reclassification of the investment objective of each of the Funds from “fundamental” to “non-fundamental.” A fund is required under the Investment Company Act of 1940 (the “1940 Act”) to disclose its investment objective in its registration statement. The investment objective is the overall goal of a fund, and determines the fund’s overall principal investment strategies, including particular types of securities in which the fund principally invests or will invest. The 1940 Act does not require shareholder approval to change a fund’s investment objective, unless the fund has designated the investment objective as an investment policyassets that may be changed onlymanaged directly by RIMCo to effect a Fund’s investment objective and/or to modify the Fund’s overall portfolio characteristics to seek to achieve the desired risk/return profile for the Fund. RIMCo may also manage portions of a Fund during transitions between money managers. As discussed in greater detail below, the multi-manager Funds will continue to utilize multiple managers through the use of both discretionary and non-discretionary money managers if the New Agreement is approved.

Summary of the Proposal

Shareholders of each Fund are being asked to approve the New Agreement, which updates the terms of the Fund’s Existing Agreement to provide RIMCo with shareholder approval.greater flexibility in managing the Fund and to reflect current industry practices. The investment objectivemost significant difference between the New Agreement and the Existing Agreement for each Fund is that the New Agreement, unlike the Existing Agreement, expressly permits RIMCo to manage a “fundamental”Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment policy, meaningmanagement responsibilities in the event it directly manages a Fund’s assets. While the use of non-discretionary money managers is permitted under the Existing Agreement, the agreement has been interpreted to limit the ability of RIMCo to manage a Fund’s entire portfolio by implementing recommendations from non-discretionary money managers. The New Agreement expressly addresses RIMCo’s overall investment management responsibilities, including the delegation of such management to money managers with discretionary authority, the implementation of recommendations from money managers with non-discretionary authority, direct management of all of a Fund’s assets by RIMCo, or any combination thereof. By permitting the use of non-discretionary money managers with respect to a Fund’s entire portfolio and expressly addressing direct management by RIMCo, the New Agreement enhances RIMCo’s ability to determine how best to manage a Fund’s assets.

The use of non-discretionary money managers and direct management of Fund assets by RIMCo allow RIMCo the flexibility to more efficiently and effectively manage Fund assets consistent with a Fund’s investment objective. This flexibility allows RIMCo to create a more customized investment management program for a Fund, depending on the particular characteristics and objectives of that itFund. RIMCo believes that this investment approach enhances its ability to meet a Fund’s investment objective. Additionally, in the case of certain Funds, the more extensive use ofnon-discretionary money managers may notprovide the opportunity to better manage transaction costs and the tax impact associated with trading of portfolio

securities. In connection with the use of non-discretionary money managers, fees paid by RIMCo to non-discretionary money managers from the investment advisory fee that RIMCo receives from a Fund may be changed without Shareholder approval. Becauseless than fees that would be paid to discretionary money managers.

Each of the Funds’ investment objectives are not requiredmulti-manager Funds will continue to be fundamental,utilize multiple managers through the use of both discretionary and non-discretionary money managers. If in the future RIMCo has proposeddetermines to change the “multi-manager” approach of any of the existing Funds, RIMCo will discuss such change with the Board thatand seek any Board approval determined appropriate by RIMCo. In addition, if this were to occur, shareholders would be notified of a change to a Fund’s multi-manager approach in advance of such change.

RIMCo currently allocates the investment objectiveassets of the Funds of Funds among various underlying funds (the “Underlying Funds”). The Underlying Funds are series of the Trust and, for each Fund be reclassified from “fundamental” the most part, are affiliated multi-manager funds. Therefore, although RIMCo manages the assets of the Funds of Funds directly, it does so by investing in a combination of the Underlying Funds. While RIMCo does not currently invest any of the Funds of Funds’ assets directly in securities or other instruments (other than shares of the Underlying Funds), the Existing Agreement permits RIMCo—and RIMCo may determine in the future—to “non-fundamental.”

If the Shareholdersinvest a portion of a Fund approveof Funds’ assets in securities or other instruments other than the Proposed Reclassification,Underlying Funds. Approval of the New Agreement for the Funds of Funds will provide RIMCo with further flexibility to make such changes to the Funds of Funds in the future.

Each of the Funds of Funds will continue to operate as a fund of funds through its investment in the Underlying Funds. If in the future RIMCo determines to change a Fund of Funds’ investment strategy regarding investment in other funds, RIMCo will discuss such change with the Board thereafter wouldand seek any Board approval determined appropriate by RIMCo. The Funds of Funds’ disclosure documents will be permittedupdated as appropriate to reflect any such investment strategy changes.

The New Agreement does not change any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio. In addition, LSEG, like FRC, places significant importance on the retention of key talent in the organization, and the personnel currently responsible for managing the Funds are therefore not expected to change as a result of approval of the investment objectiveNew Agreement (although such changes may occur in the normal course of business).

Factors Considered by the Trustees and their Recommendation

The Board considered approval of the New Agreement at the in-person Transaction Board Meetings. In preparation for such Fund, ifits evaluation of the New Agreement, the Board deemsreviewed information from RIMCo regarding the New Agreement (the “New Agreement Evaluation Information”) at the Post-Transaction Agreement Information

Review Meeting. At the Post-Transaction Agreement Information Review Meeting, the Independent Trustees met first with representatives of RIMCo and Fund management and then in a private session with Independent Counsel, at which no representatives of RIMCo or Fund management were present, to review the New Agreement Evaluation Information.

The Independent Trustees considered approval of the New Agreement at the Post-Transaction Agreement Evaluation Meeting. The Board, including the Independent Trustees, first met with representatives of RIMCo and Fund management to discuss the New Agreement Evaluation Information. Prior to voting on approval of the New Agreement, the Independent Trustees met in a private session with Independent Counsel, at which no representatives of RIMCo or Fund management were present, to review additional New Agreement Evaluation Information received prior to and at the Post-Transaction Agreement Evaluation Meeting. The discussion reflects all of these reviews.

Presentations made by RIMCo at the Transaction Board Meetings regarding the New Agreement encompassed all of the Funds.

In evaluating the New Agreement, the Board considered all factors it believed relevant in exercising its business judgment, including the following:

(5)	the New Agreement will not change any Fund’s investment objective nor will it change any Fund’s Advisory Fee rate or total expense ratio;

In their deliberations, the Trustees did not identify any particular information as to the New Agreement that was all-important or controlling and each Trustee attributed different weights to the various factors considered. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made in respect of each Fund. After careful consideration of the above and all other factors considered to be in the best interests of Shareholders. However, if these Funds’ investment objectives remain fundamental andrelevant by the Board, determined 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. In obtaining shareholder approval, certain costs (including the costs of preparing and mailing a proxy statement and conducting a special shareholder meeting) will be incurred and there may be delays in obtaining the approval. The Proposed Reclassifications would provide additional flexibility to conduct the investment program of each Fund in response to changing market conditions and circumstances consistent with applicable laws. RIMCo believes that the Proposed Reclassifications will assist the Funds to avoid the expense and delay associated with arranging for such a Shareholder meeting when the desire or need arises in the future. If approved, the Proposed Reclassifications would continue to satisfy current regulatory requirements.

As the Board through its Investment Committee, reviews and monitorsbelieved that approval of the investment strategies and investment performance of all RIC, RIF and RET Funds, including the Proposal 2 Funds, the Trustees would be in a position to change the investment objective of any such Fund in circumstances when a change, in the Board’s judgment,New Agreement would be in the best interests of the Fund’seach Fund and its shareholders. The Board may determine to changeIndependent Trustees were represented by Independent Counsel throughout the investment objectiveprocess of a Fund if, for instance, based on developments inevaluating the securities markets, the Board believes that a modified investment objective would better serve Shareholders’ interests. Such a determination could result from changes in the securities markets generally or from changes with respect to a Fund specifically. If the Board did decide to make such a change in any non-fundamental investment objective, the Fund would provide Shareholders with reasonable notice before the effective date of such change. If Proposal 2 is approved, the current investment objectivesNew Agreement.

Terms of the Funds wouldNew Agreement and Material Differences from the Existing and Post-Transaction Agreements

This section summarizes the terms of the New Agreement and the corresponding provisions of the Existing Agreement and Post-Transaction Agreement and provides an analysis of the differences between the provisions. The terms of the Existing Agreement and Post-Transaction Agreement are the same, in all material respects, and therefore are consolidated for purposes of this section. The Existing Agreement and Post-Transaction Agreement are together referred to as the “Other Agreements.”

The following summary of the New Agreement and comparison between the New Agreement and the Other Agreements are qualified by reference to the representative forms of the New Agreement and Post-Transaction Agreement attached to this Proxy Statement as Exhibit B and Exhibit A, respectively. The section number of each provision discussed below is set forth in parentheses following the summary of that provision.

The New Agreement does not change. It is expected that each Fund will continue to be managed in accordance with its current prospectus and statement of additional information (other than the reclassification of eachchange any Fund’s investment objective from fundamental to non-fundamental), as well asnor does it change any policiesFund’s advisory fee rate or guidelines that may have been established by the Board or RIMCo. Accordingly, RIMCo does not anticipate that the changes will result in a material change in the level of investment risk associated with investment in any Fund or the manner in which any Fund is managed at the present time.

If Shareholders do not approve a Proposed Reclassification with respect to one or more Proposal 2 Funds, each such Proposal 2 Fund’s investment objective would remain “fundamental.” Accordingly, if, at a future date, the

Board determined that it was in the best interests of Shareholders to change such Proposal 2 Fund’s investment objective, the Proposal 2 Fund would be required to (i) hold a Shareholder meeting at which such change would be voted upon, and (ii) prepare and send a proxy statement to Shareholders seeking their instructions as to how to vote shares at such meeting. In obtaining shareholder approval, certain costs (including the costs of preparing and mailing a proxy statement and conducting a special shareholder meeting) will be incurred and there may be delays in obtaining the approval.

What are the Effects of Reclassifying Each Investment Objective?

The table below summarizes the effects of reclassifying each investment objective from fundamental to non-fundamental:

Shareholders of each Fund are not being asked to approve a change of the Fund’s investment objective. Accordingly, the investment objective of each Fund currently in effect would not change at the Special Meeting if Shareholders vote to approve Proposal 2 with respect to any or all Funds.

The Funds’ Current Fundamental Investment Objectives

The current fundamental investment objective for each Fund is as follows:total expense ratio.

Discussion
Russell U.S. Defensive Equity FundThe discussion of advisory and other services RIMCo provides to the Funds is substantially more detailed in the New Agreement than in the Other Agreements. As a practical matter, however, RIMCo is already providing to the Funds the services that are set forth in the New Agreement. Accordingly, the New Agreement represents a more accurate documentation of the services provided by RIMCo, rather than a change in the services to be provided (however, see below for differences as they relate to delegation of services). The New Agreement, unlike the Other Agreements, refers to “other instruments” (in addition to securities) in a number of places. Because “securities” is a defined term in the 1940 Act, the New Agreement refers to “other instruments” to make clear that all instruments are covered by the relevant provision, regardless of whether they fall within the definition of a “security” under the 1940 Act. Notwithstanding the absence of such language, the Existing Agreement has historically been interpreted to cover the management of such other instruments, and the Post-Transaction Agreement will be similarly interpreted.
Delegation
Other Agreements See above under “Advisory and Other Services.” (Section 2)		The Fund seeks New Agreement RIMCo may, subject to Board approval, delegate some or all of its duties and obligations under the agreement to one or more investment sub-advisers (“Money Managers”). In RIMCo’s sole discretion, any such Money Manager (i) may have full or partial investment discretion and may make all determinations with respect to the investment of a Fund’s assets assigned to the Money Manager and the purchase and sale of portfolio securities and other instruments with those assets, and such steps as may be necessary to implement its decision; or (ii) may be engaged to provide long term capital growth.advice on a non-discretionary basis to RIMCo for use in making investment decisions for a Fund.
		To the extent RIMCo determines to delegate some or all of its duties and obligations under the New Agreement to one or more discretionary or

		non-discretionary Money Managers, RIMCo will provide oversight of the Money Managers and recommendations to the Board as to the hiring and termination of Money Managers. (Section 2(e))
Discussion
As described above, the most significant difference between the New Agreement and the Other Agreements is that the New Agreement, unlike the Other Agreements, expressly permits RIMCo to manage a Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment management responsibilities in the event it directly manages a Fund’s assets. While the use of non-discretionary money managers is permitted under the Existing Agreement (and RIMCo currently uses such managers in certain instances), the agreement has been interpreted to limit the ability of RIMCo to manage a Fund’s entire portfolio by implementing recommendations from non-discretionary money managers. The New Agreement expressly addresses RIMCo’s overall investment management responsibilities, including the delegation of such management to money managers with discretionary authority, the implementation of recommendations from money managers with non-discretionary authority, direct management of all of a Fund’s assets by RIMCo, or any combination thereof.
Use of FRC Research
Russell Investment Grade Bond FundOther Agreements RIMCo is authorized (and expected to utilize) the research and other resources of FRC (its corporate parent), or any predecessor organization, in providing its advisory services. Neither RIMCo nor the Trust is obligated to pay any fee to FRC for these services. (Section 2(C))		The Fund seeks New Agreement RIMCo is authorized to provide current incomeutilize the research and other resources of FRC (its corporate parent), its subsidiaries (as may be permitted by applicable laws or regulations) or any predecessor or successor organization of the foregoing entities, in providing its advisory services. Neither RIMCo nor the Trust is obligated to pay any fee to FRC for these services. (Section 2(h))

Discussion
These provisions are substantially similar. While the Other Agreements specify that it is expected that RIMCo will use the research and other resources of FRC and the preservationNew Agreement does not, the relevant provisions permit the use of capital.such resources and specify that the Trust and RIMCo are not required to pay a fee for these services.
Russell International Developed Markets FundExecution and Allocation of Portfolio Brokerage Commissions
Other Agreements RIMCo (or the Money Managers) will place orders for the execution of the Funds’ portfolio transactions. The primary objective when placing such orders will be to obtain the best net price and execution for the Trust, but this requirement is not deemed to obligate RIMCo or a Money Manager to place an order solely on the basis of obtaining the lowest commission rate if the other standards set forth in the provision are met. In this regard, orders may be placed with a broker who charges a commission for the transaction which is in excess of the amount of the commission that another broker would have charged for effecting the transaction, provided that the excess commission is reasonable in relation to the value of brokerage and research services provided by that broker. RIMCo and the Money Managers are permitted to use an affiliate of RIMCo to execute brokerage commissions when RIMCo or a Money Manager has determined that the Trust will receive competitive execution, price, and commissions. (Section 3)		The Fund seeks New Agreement RIMCo will, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by RIMCo as able to provide “best execution” of such orders for the Funds. Whenever RIMCo places orders, or directs the placement of orders, for the purchase or sale of portfolio securities or other instruments on behalf of each Fund, in selecting brokers or dealers to execute such orders, RIMCo is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance RIMCo’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that RIMCo may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that RIMCo determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or RIMCo’s overall

		responsibilities to RIMCo’s discretionary accounts. RIMCo will only execute portfolio transactions with a broker or dealer that is an “affiliated person” of RIMCo pursuant to the Trust’s Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. RIMCo is permitted to aggregate transactions with other accounts managed by RIMCo to obtain best execution. RIMCo must allocate instruments purchased/sold, and related expenses, in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts. (Section 2(a)(iv)-(v))
Discussion
Although the text of the provisions relating to execution of portfolio transactions differs between the New Agreement and the Other Agreements, the provisions are functionally the same given that they both (i) require RIMCo to seek best execution when executing portfolio transactions, but permit RIMCo to use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that RIMCo determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services provided by such broker; and (ii) permit the use of affiliated brokers to the extent consistent with the 1940 Act and rules thereunder. While the New Agreement, unlike the Other Agreements, expressly contemplates the aggregation of portfolio transactions, the Other Agreements are interpreted to permit such aggregation to the extent consistent with RIMCo’s fiduciary duties to the Funds.
Expenses of the Trust
Other Agreements The Trust will pay all its expenses other than those expressly assumed by RIMCo. The Post-Transaction Agreement contains a non-exhaustive list of expenses to be		New Agreement The Trust will pay all its expenses other than those expressly assumed by RIMCo. The New Agreement contains a non-exhaustive list of expenses to be

paid by the Trust. The expenses to be paid by the Trust, as set forth in the Post-Transaction Agreement, include fees for the services of the Money Managers. Notwithstanding this provision, elsewhere in the Post-Transaction Agreement RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust. (Section 4)		paid by the Trust. Elsewhere in the New Agreement, RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust, and fees for the services of the Money Managers are not listed as an expense to be borne by the Trust. (Section 3)
Discussion
The New Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement, or than they would bear under the Post-Transaction Agreement. Under the New Agreement, like under the Other Agreements, the Trust will pay all its expenses other than those expressly assumed by RIMCo. The New Agreement, unlike the Other Agreements: (i) does not specify that the Trust will pay fees for the services of money managers; (ii) does not specify that the Trust will pay expenses of obtaining Portfolio Activity Reports and Analyses of International Management Reports for each Fund; and (iii) specifies that the Trust may pay brokerage fees and commissions in connection with the purchase and sale of instruments or currency (in addition to securities) for the Trust. Notwithstanding these differences, there are no differences between the expenses currently borne by the Trust and those that the New Agreement provides for, given that (i) RIMCo currently pays the fees for the services of money managers as a fiduciary for the Trust and (ii) the list of expenses is not deemed to be exclusive, with the result that the Trust may pay fees and commissions in connection with the purchase and sale of instruments or currency under the Other Agreements, as is explicitly contemplated by the New Agreement.
Activities of RIMCo and its Affiliates
Other Agreements The services of RIMCo and its affiliated corporations to the Trust are not to be deemed exclusive, and RIMCo and any affiliates are free to render similar services to others. RIMCo and its affiliated corporations will use the same skill and care in the management of the Funds as they use in the administration of other accounts to which they provide asset management consulting and manager selection services, but are not obligated to		New Agreement The services of RIMCo are not deemed exclusive and RIMCo is free to render similar services to others (including other investment companies) so long term capital growth.as its services under the agreement are not impaired thereby. In connection with its rights and duties with respect to the Trust, RIMCo will use the same skill and care in the management of the Funds’ portfolios as it uses in the management of other accounts to

give the Trust more favorable or preferential treatment vis-a-vis their other clients. The Trust expressly recognizes that Russell Investment Company is a client of RIMCo and that Russell Trust Company, a corporation affiliated with RIMCo, is also a client of a corporation affiliated with RIMCo and each of Russell Investment Company and Russell Trust Company receives substantially the same portfolio structuring and money manager selection services from the affiliate as does the Trust. It is understood that Trustees, officers, agents, and shareholders of the Trust are or may be interested in RIMCo or its affiliates as directors, agents, or stockholders of RIMCo or its affiliates are or may be interested in the Trust as Trustees, officers, agents, shareholders, or otherwise; that RIMCo or its affiliates may be interested in the Trust as shareholders or otherwise; and that the effect of any such interests will be governed by the Trust’s governing documents and the 1940 Act. (Section 5)		which it provides investment advisory services, but will not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients. (Section 2(b)(i), 2(g))
Discussion
The provisions of the New Agreement relating to other activities of RIMCo and its affiliates are similar to those included in the Other Agreements, but the provision of the New Agreement does not reach RIMCo’s affiliates and does not explicitly mention Russell Investment Company or Russell Trust Company. Given that RIMCo’s affiliates are not parties to the agreement (except, in the case of FRC, with respect to the provision of certain consulting services without charge), the New Agreement is not considered to limit in any way the ability of RIMCo’s affiliates to provide services to others. In addition, as the provision already specifies that the services are not deemed to be exclusive, it is not considered necessary to specify any particular other clients (e.g., Russell Investment Company, Russell Trust Company). Although the provision of the Other Agreements summarized in the third paragraph of the Post-Transaction Agreements column is not included in the New Agreement,

the effect of any interests covered by this provision will continue to be governed by the Trust’s governing documents and the 1940 Act.
Compensation of RIMCo
Other Agreements RIMCo will receive from each Fund an annual management fee, accrued daily at the rate of 1/365th of the applicable management fee and payable following the last day of each month, of a specified annual percentage of each Fund’s average daily net assets during the month (seeExhibit C to this Proxy Statement for these management fee rates). (Section 6)		New Agreement As compensation for the services provided and expenses assumed by RIMCo under the agreement, the Trust will arrange for each Fund to pay RIMCo at the end of each calendar month an advisory fee computed daily at an annual rate equal to the amount of average daily net assets listed inExhibit C to this Proxy Statement. The New Agreement contains various details regarding calculation of the advisory fee. (Section 4)
Discussion
The New Agreement does not change any Fund’s advisory fee rate.The New Agreement, as compared to the Other Agreements, contains more detail regarding the process for advisory fee calculations. Notwithstanding this additional detail, there are no changes anticipated in the way in which the Funds’ advisory fees are calculated, as the discussion in the New Agreement reflects current practices.
Liabilities of RIMCo
Other Agreements In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security. RIMCo will also not be responsible or liable for the investment merits of any decision by a Money		New Agreement In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument. RIMCo also will not be responsible or liable

Manager to purchase, hold, or sell a security for a Fund’s portfolio. (Sections 2(B)(1), 7)		for the investment merits of any decision or recommendation by a Money Manager to purchase, hold, or sell a security or other instrument for a Fund. (Sections 2(e), 6)
Discussion
The provision in the New Agreement differs from the Other Agreements in that it clarifies that RIMCo’s liability is limited with respect to losses in the purchase, holding, or sale of any other instrument (in addition to losses in the purchase, holding, or sale of a security). Likewise, the provision limiting RIMCo’s liability with respect to the investment merits of a decision by a money manager to purchase, hold, or sell a security is revised in the New Agreement to clarify that it applies to recommendations by a money manager (in addition to decisions) and other instruments (in addition to securities).
Renewal and Termination
Other Agreements The Other Agreements are renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement. Additionally, the Other Agreements: (i) may at any time be terminated without the payment of any penalty either by vote of the Board or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to RIMCo; (ii) will immediately terminate in the event of their assignment; and (iii) may be terminated by RIMCo on 60 days’ written notice to the Trust.		New Agreement Same terms as the Other Agreements. (Sections 7, 8)

In the event that FRC elects to withdraw the use of the name “Frank Russell” (or any derivative thereof) from the Trust (to which it has granted the right to use such name under the agreement), the Trust will submit the question of continuing the agreement to a vote of shareholders. (Sections 7, 10)
Discussion
The renewal and termination terms of the Other Agreements and the New Agreement are substantially the same.
Amendment
Other Agreements No relevant provision.		New Agreement The New Agreement may be amended by mutual consent, and the consent of the Trust must be approved by vote of a majority of those Trustees of the Trust who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the SEC and its staff, by vote of a majority of the outstanding shares (as defined with respect to voting securities by the 1940 Act) representing the interests in each Fund affected by such amendment. (Section 9)
Discussion
Unlike the Other Agreements, the New Agreement contains a provision expressly addressing amendment. Notwithstanding the absence of such a provision in the Existing Agreement, it has historically been interpreted to permit amendment as outlined in this provision, and the Post-Transaction Agreement would likewise be interpreted to permit such amendment.

Choice of Law
Other Agreements No relevant provision.		New Agreement The New Agreement will be construed in accordance with applicable federal law and the laws of the State of Washington. (Section 11)
Discussion
Unlike the Other Agreements, the New Agreement specifies that it will be construed in accordance with applicable federal law and the laws of the State of Washington. As the Trust is registered under the 1940 Act, the Other Agreements are construed in accordance with applicable federal law even in the absence of this provision. In addition, given that the principal place of business for the Trust and RIMCo is located in the State of Washington (and was at the time the Existing Agreement was entered into), a court would likely apply Washington law to the Other Agreements even in the absence of this provision.
Confidentiality
Other Agreements No relevant provision.		New Agreement RIMCo will treat information about each Fund as confidential and proprietary and, without approval from the Fund, will not use information about and records relating to the Fund for any purpose other than the performance of its duties and responsibilities under the agreement. (Section 2(f))
Discussion
Unlike the Other Agreements, the New Agreement contains a provision relating to confidentiality. In light of its fiduciary duties to the Funds, RIMCo is already obligated to keep information confidential and use it only in performance its responsibilities under the agreements, so this provision serves to make that obligation explicit.

How Should I VoteMiscellaneous

If approved by shareholders, the New Agreement will become effective for a Fund upon the consummation of the Transaction (or at such time it is determined that the Transaction will not be consummated) and will have an initial period of two years.

Following that period, the New Agreement is renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the Proposal?agreement.

The Board unanimously recommends that you vote “FOR”RIMCo and the adoptionFunds are unaware of any Trustee having any material interest, direct or indirect, in any material transactions since the beginning of the Proposed Reclassifications.most recently completed fiscal year, or in any material proposed transactions, to which RIMCo, FRC, Northwestern Mutual, LSEG or any subsidiary of RIMCo, FRC, Northwestern Mutual, or LSEG was or is to be a party, except as follows: Sandra Cavanaugh, Interested Trustee, President, and Chief Executive Officer of the Trust, may be deemed to have such an interest, and a substantial interest in the approval of the New Agreement, through her compensation arrangements with FRC.

If the shareholders of a particular Fund do not approve the New Agreement with respect to that Fund, RIMCo will continue to serve as investment adviser of that Fund pursuant to the terms of the Post-Transaction Agreement (to the extent that the Post-Transaction Agreement is approved by shareholders and the Transaction is consummated) or the Existing Agreement (to the extent that the Transaction is not consummated).

Additional Information Pertaining to RIMCo

For additional information concerning the ownership structure, affiliations, and certain other matters pertaining to RIMCo currently and as will be in effect upon the consummation of the Transaction, seeExhibit F.

Required Vote

As provided under the 1940 Act, approval of the New Agreement with respect to a Fund will require the vote of a majority of the outstanding voting securities of that Fund. In accordance with the 1940 Act and as used in this Proposal 2, a “majority of the outstanding voting securities” 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% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund. The approval of the New Agreement with respect to any one Fund is not contingent upon the approval by any other Fund.

FOR THE REASONS SET FORTH ABOVE, THE TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE IN FAVOR OF THE NEW ADVISORY AGREEMENT WITH RIMCO.

OTHER INFORMATION

Current Trustees of the Trusts

Unless otherwise noted, the principal business address of each Trustee and executive officer of the Trust is 1301 Second Avenue, 18th Floor, Seattle, Washington 98101.

Name, Age, Address and Date of Birth

Position(s) Held withWith Fund and Length of Time Served

Term of Office*

Principal Occupation(s) During the the FundPast 5 Years

TermNo. of Office*

Principal Occupation(s) During Past 5 Years

Number of Portfolios in Russell Fund Complex Overseen by Trustee By Trustee*

Other Directorships Held by Trustee DirectorshipsDuring the held by TrusteePast 5 Years

Independent Trustees

Thaddas L. Alston Born April 7, 1945 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101

•  Trustee (RIC and RIF since 2006)(RET since 2012)2006   •  Chairman of the Investment Committee (RIC and RIF since 2010)(RET since 2012)2010

•  Appointed until successor is chosenduly elected and qualified by Trustees   •  Appointed until successor is duly elected and qualified

•  Senior Vice President, Larco Investments, Ltd. (real estate firm)

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None

Kristianne Blake Born January 22, 1954 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101

•  Trustee (RIC and RIF since 2000)(RET since 2012)2000   •  Chairman (RIC and RIF since 2005)(RET since 2012)2005

•  Appointed until successor is duly elected and qualified   •  Annual

•  Director and Chairman of the Audit Committee, Avista Corp. (electric utilities); •  Regent, University of Washington;Washington •  President, Kristianne Gates Blake, P.S. (accounting services); •  Until June 30, 2014, Director, Ecova (total energy and sustainability management) •  Until December 31, 2013, Trustee and Chairman of the Operations Committee, Principal InvestorInvestors Funds and Principal Variable Contracts Funds (investment company)

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•  Director, Avista Corp (electric utilities); •  Until June 30, 2014, Director, Ecova (total energy and sustainability management) •  Until December 31, 2013, Trustee, Principal InvestorInvestors Funds (investment company); •  Until December 31, 2013, Trustee, Principal Variable Contracts Funds (investment company) •  From April 2004 through December 2012,

Name, Age, Address and Date of Birth		Position(s) Held with the With Fund and Length of Time Served		Term of Office*		Principal Occupation(s) During the Past 5 Years		Number No. of Portfolios in Russell Fund Complex Overseen by Trustee By Trustee*		Other Directorships Held by Trustee DirectorshipsDuring the held byPast 5 Years
Independent Trustees
						Contracts Funds (investment company) Trustee • From April 2004 through December 2012, Director, Laird Norton Wealth Management and Laird Norton Tyee Trust (investment company)				Director, Laird Norton Wealth Management and Laird Norton Tyee Trust (investment company)
Cheryl Burgermeister Born June 26, 1951 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101		• Trustee since 2012		• Appointed until successor is duly elected and qualified		Retired; • Retired • Trustee and Chairperson of Audit Committee, Select Sector SPDR Funds (investment company); Trustee and Finance Committee Member/Chairman, Portland Community College (charitable organization)		4749		• Trustee and Chairperson of Audit Committee, Select Sector SPDR Funds (investment company); • Trustee, ALPS Series Trust (investment company)
#Daniel P. Connealy Born June 6, 1946 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Trustee since 2003		• Appointed until successor is duly elected and qualified		• Retired • June 2004 to June 2014, Senior Vice President and Chief Financial Officer, Waddell & Reed Financial, Inc. (investment company)		49		None

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office*		Principal Occupation(s) During the Past 5 Years		No. of Portfolios in Russell Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
Katherine W. Krysty Born December 3, 1951 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101		•  Trustee since 2014		•  Appointed until successor is duly elected and qualified		Retired; •  Retired •  January 2011 through FebruaryMarch 2013, President Emerita, of Laird Norton Wealth Management (investment company); •  April 2003 through December 2010, Chief Executive Officer of Laird Norton Wealth Management (investment company)		4749		•  None
Raymond P. Tennison, Jr. Born December 21, 1955 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101		•  Trustee (RIC and RIF since 2010)(RET since 2012)2000   •  Chairman of the Nominating and Governance Committee (RIC and RIF since 2010)(RET since 2012)2007		•  Appointed until successor is duly elected and qualified   •  Appointed until successor is duly elected and qualified		•  Retired •  From January 2008 to December 2011, Vice Chairman of the Board, Simpson Investment Company (paper and forest products); •  Until November 2010, President, Simpson Investment Company and several additional subsidiary companies, including Simpson Timber Company, Simpson Paper Company and Simpson Tacoma Kraft Company		4749		•  None

Name, Age, Address and Date of Birth

Position(s) Held with the With Fund and Length of Time Served

Term of Office* Office*

Principal Occupation(s) During Past 5 Years

NumberPrincipal ofOccupation(s) Portfolios in Fund Complex OverseenDuring the By Trustee*Past 5 Years

No. of Portfolios in Russell Fund Complex Overseen by Trustee

Other Directorships Held by Trustee DirectorshipsDuring the held byPast 5 Years Trustee

Independent Trustees

Jack R. Thompson Born March 21, 1949 1301 Second Avenue, 18th 18th Floor, Seattle, WA 98101

•  Trustee (RIC and RIF since 2005)(RET since 2012)2005   •  Chairman of the Audit Committee since 2012

•  Appointed until successor is duly elected and qualified   •  Appointed until successor is duly elected and qualified

•  September 2007 to September 2010, Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation (health products company); •  September 2003 to September 2009, Independent Board Chair and Chairman of the Audit Committee, Sparx Asia Funds (investment company)

4749

•  Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation until September 2010 (health products company); •  Director, Sparx Asia Funds until 2009 (investment company)

Officers of the Trust

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years
Sandra Cavanaugh Born May 10, 1954 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101		•  President and Chief Executive Officer (RIC and RIF since 2010)(RET since 2012)2010		•  Until successor is chosen and qualified by Trustees		•  CEO, U.S. Private Client Services, Russell Investments;Investments •  President and CEO, RIC, RIF and RET;RET •  Chairman of the Board, Co-President and CEO, RFS;RFS
						•  Chairman of the Board, President and CEO, RFSC;RFSC •  Director, RIMCo;RIMCo •  Chairman of the Board, President and CEO, RIA;RIA •  May 2009 to December 2009, Executive Vice President, Retail Channel, SunTrust Bank;Bank •  2007 to January 2009, Senior Vice President, National Sales – Sales—Retail Distribution, JPMorgan Chase/Washington Mutual, Inc.

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years
Mark E. Swanson Born November 26, 1963 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101		•  Treasurer and Chief Accounting Officer (RIC and RIF since 1998)(RET since 2011)1998		•  Until successor is chosen and qualified by Trustees		•  Treasurer, Chief Accounting Officer and CFO, RIC, RIF and RET;RET •  Director, RIMCo, RFSC, RTC and RFS;RFS •  Global Head of Fund Services, Russell Investments;Investments •  October 2011 to December 2013, Head of North America Operations, Russell Investments;Investments •  May 2009 to October 2011, Global Head of Fund Operations, Russell Investments;Investments •  1999 to May 2009, Director, Fund Administration
Jeffrey T. Hussey Born May 2, 1969 1301 Second Avenue, 18th Floor, Seattle, WA 98101		•  Chief Investment Officer since 2013		•  Until removed by Trustees		•  Global Chief Investment Officer, Russell Investments •  Chief Investment Officer, RIC, RIF and RET •  Chairman of the Board, President and CEO, RIMCo •  Director, RTC, RIS and Russell Investments Delaware, Inc. •  Board of Managers, Russell Institutional Funds Management, Inc. •  2003 to 2013 Chief Investment Officer, Fixed Income, Russell Investments

Name, Age, Address and Date of Birth		Position(s) Held with theWith Fund and FundLength of Time Served		Term of Office		Principal Occupation(s) Occupation(s) During the Past 5 Years
Jeffrey T. Hussey Born May 2, 1969 1301 Second Avenue, 18th Floor Seattle, WA 98101		Chief Investment Officer since 2013		Until removed by Trustees		Global Chief Investment Officer, Russell Investments; Chief Investment Officer, RIC, RIF and RET; Chairman of the Board, President and CEO, RIMCo; 2008 to 2013 Chief Investment Officer, Fixed Income, Russell Investments
Mary Beth RhodenR. Albaneze Born April 25, 1969 1301 Second Avenue, 18th18th Floor, Seattle, Seattle, WA 98101		•  Secretary (RIC and RIF since 2010)(RET since 2011)2010		•  Until successor is chosen and qualified by Trustees		•  Associate General Counsel, Russell Investments;Investments •  Secretary, RIMCo, RFSC and RFS;RFS •  Secretary and Chief Legal Officer, RIC, RIF and RET;RET •  Assistant Secretary, RFS, RIA and U.S. One Inc.; •  1999 to 2010 Assistant Secretary, RIC and RIF

Jeffrey T. Hussey is Chairman of the Board of Directors, President, and Chief Executive Officer of RIMCo; Sandra Cavanaugh and Mark E. Swanson are Directors of RIMCo; Mary Beth R. Albaneze is Secretary of RIMCo; and Cheryl Wichers is employed by an affiliate of RIMCo. Each such individual may have an interest in RIMCo or a person controlling, controlled by or under common control with RIMCo through his or her compensation arrangements with the applicable entity.

Service Providers

Most of the Trusts’Trust’s necessary day-to-day operations are performed by separate business organizations under contract to the Trusts.Trust. The principal service providers are:include:

Investment Management ServicesAdvisory Services.. RIMCo provides or oversees the provision For a discussion of all investment advisory and portfolio management services for the Funds, including developing the investment program for the Funds.

The Funds each pay an advisory fee (with respect to RIC and RIF) and a management fee (with respect to RET) directly to RIMCo, billed monthly on a pro rata basis and calculated as a specified percentage of the average daily net assets of each Fund (the “Management Fee”). (See the Prospectus for the Funds’ annual management percentage rates).

RIMCo is a wholly-owned subsidiary of Frank Russell Company (“FRC”), a subsidiary of Northwestern Mutual. RIMCo’s mailing address is 1301 Second Avenue, 18th Floor, Seattle, WA 98101.

With respect to the RIC and RIF Funds, pursuant to separate Advisory Agreements with each of RIC and RIF, RIMCo provides or oversees the provision of all investment advisory and portfolio management services for the Funds, including developing the investment program for each Fund. Except for the Russell Strategic Call Overwriting Fund, RIMCo selects, subject to the approval of the Board, money managers for the Funds, allocates most Fund assets among those multiple money managers, oversees them and evaluates their performance results. These Funds’ money managers select the individual portfolio securities for the assets assigned to them. Money managers are unaffiliated with RIMCo. RIMCo manages the portion of each Fund’s assets that RIMCo determines not to allocate to the money managers. Assets not allocated to money managers include a Fund’s liquidity reserves and assets which may be managed directlyprovided by RIMCo, to modifyplease see the Fund’s overall portfolio characteristics to seek to achieve the desired risk/return profile for the Fund. RIMCo may also manage portions of a Fund during transitions between money managers.discussion under Proposals 1 and 2.

With respect to RET, pursuant to a Supervision and Management Agreement, RIMCo oversees the operation of the Fund, arranges for the distribution, transfer agency, administration, custody and all other services necessary for the Fund to operate, and exercises day-to-day oversight over the Fund’s service providers. These services are paid for from the Management Fee RIMCo receives from the Fund. Pursuant to the Supervision and Management Agreement and subject to the general supervision of the RET Board, RIMCo provides or causes to be furnished all supervisory, management and other services reasonably necessary for the operation of the Fund, including audit, portfolio accounting, legal, transfer agency, printing costs and certain distribution services under which is essentially an all-in fee structure.

The RET Fund bears other expenses which are not covered under the Management Fee that may vary and will affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, and costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

On October 17, 2013, Fred McClure filed a derivative lawsuit against RIMCo on behalf of ten funds: the Russell Commodity Strategies Fund, Russell Emerging Markets Fund, Russell Global Equity Fund, Russell Global Infrastructure Fund, Russell Global Opportunistic Credit Fund, Russell International Developed Markets Fund, Russell Multi-Strategy Alternative Fund, Russell Strategic Bond Fund, Russell U.S. Small Cap Equity Fund and Russell Global Real Estate Securities Fund. The lawsuit, which was filed in the United States District Court for the District of Massachusetts, seeks recovery under Section 36(b) of the 1940 Act for the alleged payment of excessive investment management fees to RIMCo. Although this action was purportedly filed on behalf of these ten Funds,funds, none of these ten Fundsfunds are themselves a party to the suit. The plaintiffs seek recovery of the amount of compensation or payments received from these ten Fundsfunds and earnings that would have accrued to plaintiff had that compensation not been paid or, alternatively, rescission of the contracts and restitution of all excessive fees paid. RIMCo intends to continue to vigorously defend the action.

Administrator.Administrator. RFSC, with the assistance of RIMCo and FRC, provides the Funds with office space, equipment and the personnel necessary to operate and administer theadministerthe Funds’ business and to supervise the provision of services by certain third parties such as the custodian. RFSC is a wholly-owned subsidiary of RIMCo.

Transfer Agent.and Dividend Disbursing Agent. RFSC serves as transfer and dividend disbursing agent for RIC and RIF.the Trust. For this service, RFSC is paid a fee for transfer agency and dividend disbursing services provided to RIC and RIF.the Trust. RFSC retains a portion of this fee for its services provided to RIC and RIFthe Trust and pays the balance to unaffiliatedtounaffiliated agents who assist in providing these services. RFSC’s mailing address is 1301 Second Avenue, 18^th18th Floor, Seattle, WA 98101.

With respect to RET, State Street serves as the transfer and dividend disbursing agent. As transfer and dividend disbursing agent, State Street is responsible for among other matters, receiving and processing orders for the purchase and redemptions of Creation Units. The principal business address for State Street Bank and Trust Company is: 200 Clarendon Street, 16th Floor, Boston, Massachusetts 02116.

Custodian and Portfolio Accountant.Accountant. State Street serves as the custodian and fund accountant for the Trusts.Trust. As custodian, State Street is responsible for the safekeeping of the Funds’ assets and the appointment of any subcustodian banks and clearing agencies. State Street also provides basic portfolio recordkeeping required for the Funds for regulatory and financial reporting purposes. With respect to RIC and RIF, theThe mailing address for State Street Bank and Trust Company is 1200 Crown Colony Drive, Crown Colony Office Park, CC1-5^th Floor North, Quincy,One Iron Street, Boston, MA 02169. With respect to RET, the mailing address for State Street Bank and Trust Company is 2 Avenue de Lafayette, LCC 2S, Boston, Massachusetts 02111.02210.

Distributor. With respect to RIC RFS is a wholly-owned subsidiary of RIMCo and RIF, Russell Financial Services, Inc. (“RFS”) is the principal underwriter and Distributordistributor of Trust shares. Its principal address is 1301 Second Avenue, 18^th18th Floor, Seattle, WA 98101. With respect to RET, ALPS Distributors, Inc. (“ALPS”) is the principal underwriter and Distributor of shares. Its principal address is 1290 Broadway, Suite 1100, Denver, CO 80203. RFS (with respect to RIC and RIF) and ALPS (with respect to RET) have eachhas entered into a distribution agreement (each, a(the “Distribution Agreement” and collectively, the “Distribution Agreements”) with the TrustsTrust pursuant to which RFS or ALPS distributes shares of the respective RIC, RIF or RET Funds. The Distribution AgreementsAgreement will continue for two years from theirits effective date and areis renewable annually thereafter. The Distribution Agreements provideAgreement provides that theyit may be terminated at any time, without the payment of any penalty as to the Funds: (i) by vote of a majority of the Independent TrusteestheTrustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Funds, on at least 60 daysdays’ written notice to eitherRFS. RFS or ALPS, as applicable. RFS or ALPS may terminate their respectivethe Distribution Agreement upon 60 days’ notice, and eachthe Distribution

Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). The Board has approved a new distribution agreement between the Trust and RFS to take effect following the Transaction.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (“PwC”) serves as the Independent Registered Public Accounting Firm of each 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, Washington 98101.

Effective March 31, 2012, the RET fiscal year was changed from December 31Information about payments made to March 31. Amounts billed for services rendered with respect to the fiscal year ended March 31, 2012 related to certain other RET Funds in operation at that time but which have been subsequently liquidated.

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or servicesservice providers that are normally provided byaffiliates of RIMCo (i.e., RFSC and RFS) during the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were as follows:

Russell Investment Company

Russell Investment Funds

Russell Exchange Traded Funds Trust

Audit Fees.

Russell Investment Company

The aggregate audit fees billed for professional services rendered by PwC for the audit of RIC’s annual financial statements and services normally provided by PwC in connection with the statutory and regulatory filings or engagements for the fiscal years ended October 31, 2013 and October 31, 2012 were as follows:

Russell Investment Funds

The aggregate audit fees billed for professional services rendered by PwC for the audit of RIF’s annual financial statements and services normally provided by PwC in connection with the statutory and regulatory filings or engagements for the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

Russell Exchange Traded Funds Trust

The aggregate audit fees billed for professional services rendered by PwC for the audit of the Trust’s annual financial statements and services normally provided by PwC in connection with the statutory and regulatory filings or engagements for the fiscal years ended March 31, 2013 and March 31, 2012 were as follows:

Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item and the nature of the services comprising those fees were as follows:

Russell Investment Company

Russell Investment Funds

Russell Exchange Traded Funds Trust

Tax Fees. The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning and the nature of the services comprising the fees were as follows:

Russell Investment Company

Russell Investment Funds

Russell Exchange Traded Funds Trust

All Other Fees. PwC did not bill the Trusts for other products and services, other than the services reported above, for the Trusts’ two most recently completed fiscal years.year of the Funds is included inExhibit F. Following the Transaction, RFSC and RFS, like RIMCo, will be indirect wholly-owned subsidiaries of LSEG. It is anticipated that these service providers will continue to provide the services described above if the Post-Transaction Agreement and New Agreement are approved by shareholders.

Aggregate Non-Audit Fees. There were no non-audit fees billed by PwC for the last two fiscal years.

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee has adopted pre-approval policies and procedures for certain services provided by PwC. These policies and procedures are attached to this Joint Proxy Statement as Exhibit B.

Principal Holders and Ownership by Officers and Trustees

Security Ownership of Officers and Trustees. The officers and Trustees, as a group, own beneficially less than 1% of the shares of the Funds.

Beneficial Share OwnershipOwnership.. To the knowledge of the Trusts,Trust, no person owned beneficially more than 5% of the outstanding shares of any class of shares of any Fund as of June 30, 2014, except as listed inAppendix B.B.

Security Ownership of Officers and Trustees. No officer or Trustee of the Trust beneficially owned any shares of the Funds as of July 3, 2014.

Other Matters to Come beforeBefore the Special Meeting

The Trusts areTrust is not aware of any matters that will be presented for action at the meeting other than the mattermatters set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy or voting instruction card in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy, or in accordance with such instructions, the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of the Trusts.Trust.

Householding

As permitted by law, only one copy of this Joint Proxy Statement may be delivered to shareholders or Policy Owners residing at the same address, unless such shareholders or Policy Owners have notified the TrustsTrust of their desire to receive multiple copies of the reports and proxy statements the Trusts send.Trust sends. If you would like to receive an additional copy, please contact the Trusts’Trust’s proxy solicitation agent, Broadridge Financial Solutions, Inc.,solicitor at 1-855-976-3325.1-888-253-1478. The TrustsTrust will then promptly deliver a separate copy of the Joint Proxy Statement to any shareholder or Policy Owner residing at an address to

which only one copy was previously mailed. ShareholdersPolicy Owners wishing to receive separate copies of the Trusts’Trust’s reports and proxy statements in the future and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies should also direct requests as indicated.contact their Insurance Company.

Shareholder Communications with the Board of Trustees

If a Shareholdershareholder wishes to send a communication to the Board, or to a specified Trustee, the communication should be submitted in writing to the Secretary of the TrustsTrust at 1301 Second Avenue, 18th Floor, Seattle, WA 98101, who will forward such communication to the Trustees.

SHAREHOLDER PROPOSALSShareholder Information

RIC and RIF,The Trust, as a Massachusetts business trusts, and RET, as a Delaware Statutory Trust, aretrust, is not required to hold annual shareholder meetings, but will hold special meetings as required or deemed desirable. Since the Trusts doTrust does not hold regular meetings of shareholders, the anticipated date of the next shareholdersshareholder meeting cannot be provided. Shareholders who wish to present a proposal for action at a future meeting should submit a written proposal to the TrustsTrust at 1301 Second Avenue, 18th Floor, Seattle, WA 98101 for inclusion in a future proxy statement. Shareholder proposals to be presented at any future meeting of the TrustsTrust must be received by the TrustsTrust in writing within a reasonable amount of time before the Trusts solicitTrust solicits proxies for that meeting, in order to be considered for inclusion in the proxy materials for that meeting. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws. Shareholders retain the right to request that a meeting of the Shareholdersshareholders be held for the purpose of considering matters requiring Shareholdershareholder approval.

Massachusetts State Law Considerations

Massachusetts law requires that shareholders of aUnder certain unlikely circumstances, as is the case with any Massachusetts business trust, such as RIC and RIF,a shareholder of a Fund may under certain circumstances, be held personally liable as partners for such a trust’s obligations. However, RIC’s Secondthe obligations of the Fund. The Trust’s Amended and Restated Master Trust Agreement, as amended and RIF’s Amended and Restated Master Trust Agreement, as amended, (collectively, the(the “Master Trust Agreements”Agreement”) each contain an express disclaimer of Shareholder, provides that shareholders shall not be subject to any personal liability for the acts or obligations of such Trusta Fund and provide for indemnification and reimbursementthat every written agreement, obligation or other undertaking of expenses out of each Trust’s respective property for any Shareholder heldthe Funds shall contain a provision to the effect that the shareholders are not personally liable for the obligations of the Trust.thereunder. The Master Trust AgreementsAgreement also provideprovides that eachthe Trust may maintain appropriate insurance (for example, fidelity bondingshall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of a Fund and errors and omissions insurance) for the protection of such Trust, the Shareholders of the sub-trusts, Trustees, officers, employees and agents covering possible tort and other liabilities.satisfy any judgment thereon. Thus, the risk that a Shareholder would incurof any shareholder incurring financial loss beyond his investment on account of Shareholdershareholder liability also is limited to circumstances in which both inadequate insurance exists and a TrustFund itself iswould be unable to meet its obligations.

VOTING INFORMATION

Requirement of a Quorum and Vote Needed

A quorum is the number of outstanding shares, as of the Record Date, that must be present, in person or by proxy, in order for a Trust to hold a valid shareholder meeting. The Trusts cannot hold a valid shareholder meeting unless there is a quorum of shareholders present in person or by proxy. With respect to RIC and RIF, RIC’s Second Amended and Restated Master Trust Agreement, as amended, and RIF’s Amended and Restated Master Trust Agreement, as amended, each require that the presence, in person or by proxy, of a majority of the shares entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to RET, RET’s Amended and Restated Agreement and Declaration of Trust requires that the presence, in person or by proxy, of more than twenty-five percent (25%) of the total combined net asset value of all shares issued and outstanding and entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to the proposal(s) affecting RIC and RIF, a majority of the shares

entitled to vote on each such proposal as of the Record Date is required for a quorum for this Special Meeting. With respect to the proposal affecting RET, more than twenty-five percent (25%) of the total combined net asset value of all shares of RET entitled to vote as of the Record Date is required for a quorum.

For purposes of Proposal 1, your vote will be counted together with the votes of Shareholders of other Funds in the same Trust. For purposes of the Proposed Reclassifications in Proposal 2, your vote with respect to one Proposal 2 Fund in which you hold shares will be counted together with the votes of other Shareholders of such Proposal 2 Fund. A vote for a Proposed Reclassification with respect to one Proposal 2 Fund will not affect the approval of the Proposed Reclassification with respect to any other Proposal 2 Fund.

With respect to Proposal 1, each Trustee Nominee must receive a plurality of all outstanding shares of the Trust voting, and the Trustee Nominees receiving the most “FOR” votes will be elected (even if less than a majority of the votes cast), provided a quorum is present. Accordingly, with respect to RIC an RIF, each of Mses. Cavanaugh, Burgermeister and Krysty, must be one of the three Trustee Nominees receiving the most “FOR” votes in order to be elected. With respect to RET, Ms. Krysty must be the Trustee Nominee receiving the most “FOR” votes in order to be elected. Because each Trustee Nominee is up for election for a distinct seat on the Board and because it is expected that each such election will be uncontested, to the extent that a Trustee Nominee receives any votes, such Trustee Nominee will be elected.

With respect to Proposal 2, the approval of the reclassification of the investment objective of each Proposal 2 Fund from “fundamental” to “non-fundamental” requires the approval of a majority of the outstanding voting securities of that Proposal 2 Fund. The vote of a majority of the outstanding voting securities of a Proposal 2 Fund means the vote of the lesser of (a) 67% or more of the voting securities of such Proposal 2 Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Proposal 2 Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Proposal 2 Fund. Shareholders of each Proposal 2 Fund will vote separately on Proposal 2. The investment objective applicable to each Proposal 2 Fund will be reclassified only if approved by the Shareholders of that Proposal 2 Fund.

Under rules applicable to broker-dealers, if your broker holds your shares in its name, the broker is allowed to vote your shares on the election of the Trustee Nominees even if it has not received voting instructions from you. Broker non-votes (i.e., the scenario where a broker-dealer holding shares of a fund on behalf of a beneficial owner does not receive voting instructions from such beneficial owner, and the broker-dealer subsequently declines to vote, or is not permitted to vote, those shares at the special meeting) and abstentions with respect to Proposal 1 count as “present” solely for purposes of establishing a quorum, but will not count as votes against each nominee. Broker non-votes and abstentions will have the effect of a vote against Proposal 2.

Solicitation of Proxies

Proxies will be solicited primarily by mailing the Notice Regarding the Availability of Proxy Materials, but proxies also may be solicited through further mailings, telephone calls, personal interviews or e-mail by officers of the Funds, employees or agents of RIMCo, and one or more third-party agents, including other financial intermediaries, particularly as the date of the Special Meeting approaches. The Funds have retained a proxy solicitor, Broadridge Financial Solutions, Inc., to assist in forwarding and soliciting proxies. Pursuant to this arrangement, Broadridge Financial Solutions, Inc. has agreed to contact banks, brokers and proxy intermediaries to secure votes on the Proposals described in the Joint Proxy Statement. Should Shareholders require additional information regarding the proxy, they may call Broadridge Financial Solutions, Inc. toll-free at 1-855-976-3325.

Adjournments

In the event that a quorum is not present at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. In addition, an

adjournment is permitted if a quorum is present, but a majority has not been reached with respect to Proposal 2. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxy and entitled to vote at the Special Meeting. Signed proxies that have been returned to the Trusts without any indication of how the shareholder wished to vote will be voted in favor of the proposal to adjourn the Special Meeting.

Costs of the Special Meeting

The Funds will bear all expenses incurred in connection with Proposal 1 and Proposal 2, including the cost of soliciting proxies and the cost associated with any adjournments, whether or not the proposals are approved by shareholders. The cost of the Special Meeting will be allocated to each Trust, and borne by the Funds organized under such Trust. Costs that are collectively borne by the Funds of each Trust will be allocated among the Funds of such Trust on the basis of relative net assets, except when direct costs can reasonably be attributed to one or more specific Funds.

Additional Information

The date of this Joint Proxy Statement is February 5, 2014.

Additional information about the Funds is available in their respective prospectuses, statements of additional information and annual and semi-annual reports to Shareholders. The Funds’ most recent annual and semi-annual reports have previously been mailed to Shareholders. Additional copies of any of these documents are available without charge by calling 1-800-787-7354 (RIC and RIF Shareholders) or1-888-775-3837 (RET Shareholders), by writing to 1301 Second Avenue, 18th Floor, Seattle, WA 98101 or by visiting the Funds’ website at www.russell.com. All of these documents also are on file with the Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov.

PLEASE VOTE THROUGH THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS. ALTERNATIVELY, IF YOU HAVE REQUESTED OR RECEIVED A PROXY CARD BY MAIL, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

INDEX TO APPENDICESINSTRUCTIONS FOR SIGNING PROXY CARDS AND EXHIBITS TO JOINT PROXY STATEMENTVOTING INSTRUCTION CARDS

Exhibit A – Audit Committee Charter

Exhibit B – AuditThe following general rules for signing proxy cards and Non-Audit Services Pre-Approval Policy

Exhibit C – Nominatingvoting instruction cards may be of assistance to you and Governance Committee Charter

Appendix A – Fund Shares Outstanding as of January 17, 2014

Appendix B – 5% Beneficial Owners of Fund Shares as of December 31, 2013 (RIC  & RIF); 5% Beneficial Owners of Fund Shares as of January 21, 2014 (RET)

EXHIBIT A

RUSSELL INVESTMENT COMPANY (“RIC”)

RUSSELL INVESTMENT FUNDS (“RIF”)

AND

RUSSELL EXCHANGE TRADED FUNDS TRUST (“RET”)

AUDIT COMMITTEE CHARTER

This Audit Committee Charter (the “Charter”) is adopted byavoid the Board of Trustees (the “Board”) of each of Russell Investment Company, Russell Investment Fundstime and Russell Exchange Traded Funds Trust (each the “Trust”) on behalf of its series (the “Funds”).expense involved in validating your vote if you fail to sign your proxy card(s) or voting instruction card(s) properly.

The function of the Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control, and the auditors’ responsibility to plan and carry out a proper audit. The auditor shall report directly to the Committee.

(d)

to establish, if deemed necessary or appropriate as an alternative to Committee pre-approval of services to be provided by the independent auditor as required by paragraphs (b) and (c) above, policies and procedures to permit such services to be pre-approved by other means, such as by action of a designated member or members of the Committee, subject to subsequent Committee review or oversight;

(n)

to investigate improprieties or suspected improprieties in Trust operations that relate to financial reporting, as appropriate, and that are brought to its attention or of which it becomes actually aware;

The Committee shall review this Charter at least annually and recommend any changes to the full Board.

Dated: December 4, 2012

EXHIBIT B

Russell Investment Company

Russell Investment Funds

Russell Exchange Traded Funds Trust

Audit and Non-Audit Services Pre-Approval Policy

Effective Date: August 30, 2013

This Policy has been adopted by the joint Audit Committee (the “Audit Committee”) of Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”) and Russell Exchange Traded Funds Trust (“RET”) to apply to any and all engagements of the independent auditor to RIC, RIF and RET, respectively, for audit, non-audit, tax or other services. The term “Fund” shall collectively refer to RIC, RIF and RET. The term “Investment Adviser” shall refer to the Funds’ advisor, Russell Investment Management Company (“RIMCo”). This Policy does not delegate to management the responsibilities set forth herein for the pre-approval of services performed by the Funds’ independent auditor.

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of a Fund’s Board of Trustees (the “Audit Committee”) is charged with responsibility for the appointment, compensation and oversight of the work of the independent auditor for the fund. As part of these responsibilities, the Audit Committee is required to pre-approve the audit services and permissible non-audit services (“non-audit services”) performed by the independent auditor for the fund to assure that the independence of the auditor is not in any way compromised or impaired. In determining whether an auditor is independent, there are three guiding principles under the Act that must be considered. In general, the independence of the auditor to the fund would be deemed impaired if the auditor provides a service whereby it:

Accordingly, it is the Funds’ policy that the independent auditor for the Funds must not be engaged to perform any service that contravenes any of the three guidelines set forth above, or which in any way could be deemed to impair or compromise the independence of the auditor for the Funds. This Policy is designed to accomplish those requirements and will henceforth be applied to all engagements by the Funds of its independent auditor, whether for audit, audit-related, tax, or other non-audit services.

Rules adopted by the United States Securities and Exchange Commission (the “SEC”) establish two distinct approaches to the pre-approval of services by the Audit Committee. The proposed services either may receive general pre-approval through adoption by the Audit Committee of a list of authorized services for the fund, together with a budget of expected costs for those services (“general pre-approval”), or specific pre-approval by the Audit Committee of all services provided to the fund on a case-by-case basis (“specific pre-approval”).

The Funds’ Audit Committee believes that the combination of these two approaches reflected in this Policy will result in an effective and efficient procedure for the pre-approval of permissible services performed by the Funds’ independent audit. The Funds’ Audit and Non-Audit Pre-Approved Services Schedule lists the audit, audit-related, tax and other services that have the general pre-approval of the Audit Committee. As set forth in this Policy, unless

a particular service has received general pre-approval, those services will require specific pre-approval by the Audit Committee before any such services can be provided by the independent auditor. Any proposed service to the Funds that exceeds the pre-approved budget for those services will also require specific pre-approval by the appropriate Audit Committee.

In assessing whether a particular audit or non-audit service should be approved, the Audit Committee will take into account the ratio between the total amounts paid for audit, audit-related, tax and other services, based on historical patterns, with a view toward assuring that the level of fees paid for non-audit services as they relate to the fees paid for audit services does not compromise or impair the independence of the auditor. The Audit Committee will review the list of general pre-approved services, including the pre-approved budget for those services, at least annually and more frequently if deemed appropriate by the Audit Committee, and may implement changes thereto from time to time.

As provided in the Act and in the SEC’s rules, the Audit Committee from time to time may delegate either general or specific pre-approval authority to one or more of its members. Any member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The annual audit services engagement terms and fees for the independent auditor for the Funds require specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit and other procedures required to be performed by the independent auditor in order to be able to form an opinion on the financial statements for the Funds for that year. These other procedures include reviews of information systems, procedural reviews and testing performed in order to understand and rely on the Funds’ systems of internal control, and consultations relating to the audit. Audit services also include the attestation engagement for the independent auditor’s report on the report from management on financial reporting internal controls. The Audit Committee will review the audit services engagement as necessary or appropriate in the sole judgment of the Audit Committee.

In addition to the pre-approval by the Audit Committee of the annual engagement of the independent auditor to perform audit services, the Audit Committee may grant general pre-approval to other audit services, which are those services that only the independent auditor reasonably can provide. These may include statutory audits and services associated with the Funds’ SEC registration statement on Form N-1A, periodic reports and documents filed with the SEC or other documents issued in connection with the Funds’ securities offerings.

The Audit Committee has pre-approved the audit services set forth in Schedule A of the Audit and Non-Audit Pre-Approved Services Schedule. All other audit services not listed in Schedule A of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the financial statements for the Funds, or the separate financial statements for a series of the Funds that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of audit-related services does not compromise or impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant pre-approval to audit related services. “Audit related services” include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial report or disclosure matters not classified as “audit services;”

assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal reporting requirements under Form N-SAR and Form N-CSR.

The Audit Committee has pre-approved the audit-related services set forth in Schedule B of the Audit and Non-Audit Pre-Approved Services Schedule. All other audit-related services not listed in Schedule B of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee.

The Audit Committee believes that the independent auditor can provide tax services to the Funds, such as tax compliance, tax planning and tax advice, without impairing the auditor’s independence and the SEC has stated that the independent auditor may provide such services. Consequently, the Audit Committee believes that it may grant general pre-approval to those tax services that have historically been provided by the auditor, that the Audit Committee has reviewed and believes would not impair the independence of the auditor, and that are consistent with the SEC’s rules on auditor independence. However, the Audit Committee will not permit the retention of the independent auditor to provide tax advice in connection with any transaction recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported by the United States Internal Revenue Code and related regulations or the applicable tax statutes and regulations that apply to the Funds’ investments outside the United States. The Audit Committees will consult with the Treasurer of the Funds or outside counsel to determine that the Funds’ tax planning and reporting positions are consistent with this policy.

The Audit Committee has pre-approved the tax services set forth in Schedule C of the Audit and Non-AuditPre-Approved Services Schedule. All other tax services not listed in Schedule C of the Audit and Non-AuditPre-Approved Services Schedule must be specifically pre-approved by the Audit Committee.

The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes that it may grant general pre-approval to those permissible non-audit services classified as “all other” services that the Audit Committee believes are routine and recurring services, would not impair or compromise the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

The Audit Committee has pre-approved the permissible “all other services” set forth in Schedule D of the Audit and Non-Audit Pre-Approved Services Schedule. Permissible “all other services” not listed in Schedule D of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee.

A list of the SEC’s prohibited non-audit services are as follows:

The SEC’s rules and relevant official interpretations and guidance should be consulted to determine the scope of these prohibited services and the applicability of any exceptions to certain of the prohibitions. Under no circumstance may an executive, manager or associate of the Funds, or the Investment Advisor, authorize the independent auditor for the Funds to provide prohibited non-audit services.

Pre-Approval fee levels or budgeted amounts for all services to be provided by the independent auditor will be established annually by the Audit Committee and shall be subject to periodic subsequent review during the year if deemed appropriate by the Audit Committee (separate amounts may be specified for the Fund and for other affiliates in the investment company complex subject to pre-approval). Any proposed services exceeding these levels or amounts will require specific pre-approval by the Audit Committee. The Audit Committee will be mindful of the overall relationship of fees for audit and non-audit services in determining whether to pre-approve any such services. For each fiscal year, the Audit Committee may determine the appropriateness of the ratio between the total amount of fees for Audit, Audit-related, and Tax services for the Funds (including any Audit-related or Tax services fees for affiliates subject to pre-approval), and the total amount of fees for certain permissible non-audit services classified as “all other services” for the Funds (including any such services for affiliates subject to pre-approval by the Audit Committee).

All requests or applications for services to be provided by the independent auditor that do not require specific pre-approval by the Audit Committee will be submitted to the “RIC/RIF/RET Clearance Committee” (the “Clearance Committee”) (which shall be comprised of not less than three members, including the Treasurer of the Funds who shall serve as its Chairperson) and must include a detailed description of the services to be rendered and the estimated costs of those services. The Clearance Committee will determine whether such services are included within the list of services that have received general pre-approval by the Audit Committee. The Audit Committee will be informed not less frequently than quarterly by the Chairperson of the Clearance Committee of any such services rendered by the independent auditor for the Funds and the fees paid to the independent auditors for such services.

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Clearance Committee and must include a joint certification by the engagement partner of the independent auditor and the Chairperson of the Clearing Committee that, in their view, the request or application is consistent with the SEC’s rules governing auditor independence.

The Internal Audit Department of Frank Russell Company, the parent company of RIMCo, and the officers of RIC, RIF and RET will report to the Chairman of the Audit Committee any breach of this Policy that comes to the attention of the Internal Audit Department of Frank Russell Company or an officer of RIC, RIF or RET.

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work performed by the independent auditor and to assure the independent auditor’s continuing independence from the Funds and its affiliates, including Frank Russell Company. Such efforts will include, but not be limited to, reviewing a written annual statement from the independent auditor delineating all relationships between the independent auditor and RIC, RIF, RET and Frank Russell Company and its subsidiaries and affiliates, consistent with Independence Standards Board Standard No. 1, and discussing with the independent auditor its methods and procedures for ensuring its independence.

EXHIBIT C

BOARD OF TRUSTEES

RUSSELL INVESTMENT COMPANY (“RIC”)

RUSSELL INVESTMENT FUNDS (“RIF”)

AND

RUSSELL EXCHANGE TRADED FUNDS TRUST (“RET”)

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 Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”) or Russell Exchange Traded Funds Trust (“RET”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”).

Board Nominations and Functions

In evaluating Independent Trustee candidates, the Committee should also consider, among other factors that it may deem relevant:

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.proxy card(s) or voting instruction card(s).

Committee Nominations and Functions

Independent Trustee Education

Other Powers and Responsibilities