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 ¨☐
Check the appropriate box:
Preliminary proxy statement | ||
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
Definitive proxy statement | ||
Definitive additional materials | ||
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 |
RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required. | ||||
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||||
1. | Title of each class of securities to which transaction applies:
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2. | Aggregate number of securities to which transaction applies:
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3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4. | Proposed maximum aggregate value of transaction:
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5. | Total fee paid:
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Fee paid previously with preliminary materials. | ||||
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
1. | Amount Previously Paid:
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2. | Form, Schedule or Registration Statement No.:
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3. | Filing Party:
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4. | Date Filed:
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RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
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 and Russell Investment Funds (the “Trust”“Trusts”). 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 proposals.proposal. If you simply sign the proxy or voting instruction card without specifying a vote with respect to athe proposal, your shares will be voted in accordance with the recommendation of the Board of Trustees.
Please read the Joint 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 cast your vote by signing, voting and returning the proxy card(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 TrustTrusts will not need to conduct additional mailings or contact you directly to obtain your vote.
Please exercise your right to vote. Thank you.
RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
1301 Second Avenue, 18th18th Floor, Seattle, WA 98101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To all shareholders of Russell Investment Company and Russell Investment Funds:
Russell Investment Company (“RIC”) and Russell Investment Funds (the(“RIF”) (each, a “Trust” and collectively, the “Trusts”) isare holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the TrustTrusts (each, a “Fund” and collectively, the “Funds”) on November 3, 2014.September 28, 2021 at 10:00 a.m. Pacific Time. The Special Meeting will be held ata virtual meeting conducted exclusively via live webcast. You will not be able to attend the officesmeeting in person; all references herein to attending the meeting or voting “in person” mean in person by means of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, at 11:00 a.m. Pacific Time.remote communication.
The Trust is aTrusts are each Massachusetts business trust operatingtrusts and each operates as a registered management investment company. The TrustRIC and RIF currently offersoffer shares of 31 and 9 funds. Each proposalFunds, respectively. The Proposal relates to all shareholders of all of the Funds.
ThisThe Special Meeting is being held for the purpose of consideringelecting six (6) persons (each, a “Trustee Nominee”) to the following proposals:
Board of Trustees of each of RIC and RIF. These matters are discussed in detail in the Proxy Statementjoint proxy statement enclosed with this Notice.notice.
THE BOARD OF TRUSTEES OF THEEACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACHTHE PROPOSAL.
The Trust hasTrusts have fixed the close of business of the New York Stock Exchange on August 25, 2014 (the “Record Date”)June 30, 2021 as the record date for determining shareholders entitled to notice of and to vote at the
Special Meeting.Meeting and any adjournments thereof. Each share of each Fund is entitled to one vote on each proposalthe Proposal and a proportionate fractional vote for each fractional share held.
Because the Special Meeting is completely virtual and being conducted via live webcast, shareholders will not be able to attend the Shareholder Meeting at a physical location. You are cordially invited to attend the Special Meeting.Meeting virtually.
The Funds offer theirSpecial Meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:00 a.m. Pacific Time on September 28, 2021. You will be able to attend the Special Meeting online, submit your questions during the Shareholder Meeting and vote your shares electronically at the Special Meeting by going to variable insurance products (eachMeetings.computershare.com/MANLUKU and entering your control number, which is included on the proxy card that you received.
If your shares are held through a “Policy”) issuedbrokerage account or by onea bank or more insurance companies (each an “Insurance Company”) andother holder of record you will need to certain other investors. Each Insurance Company holds the interests of each Policy owner (eachrequest a “Policy Owner”)legal proxy 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 entitledorder 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 additionreceive access to the shareholdersvirtual Special Meeting. To do so, you must submit proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to Computershare Fund Services (“Computershare”). Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m. Pacific Time on September 23, 2021. You will receive a confirmation of your registration by email that includes the Funds, this Notice is being deliveredcontrol number necessary to Policy Owners who do not invest directly in or hold shares ofaccess and vote at 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 howSpecial Meeting. Requests for registration should be directed to vote their shares of the Funds that underlie their Policies.Computershare at shareholdermeetings@computershare.com.
Regardless of whether you plan to attend the Special Meeting, we urge you to vote through the Internet or by telephone by following the instructions on the 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 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 on your proxy card(s) or voting instruction card(s) and in the Joint Proxy Statement. If you are an Insurance Company or other direct shareholder that attendsattend the Special Meeting, you may vote in personby means of remote communication even if you have previously returned your proxy card(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 Trust,Trusts or by voting in personby means of remote communication 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.the Trusts.
By Order of the |
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President, Chief Executive Officer, Treasurer,
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Russell Investment Company Russell Investment Funds |
August 28, 2014
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.proposal (the “Proposal”). The information provided under the “Questions and Answers” section below is qualified in its entirety by reference to the Joint Proxy Statement.
QUESTIONS AND ANSWERSRUSSELL INVESTMENT FUNDS
Why am I receiving this(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement?Statement, if other than the Registrant)
The BoardPayment of Trustees (the “Board” orFiling Fee (Check the “Trustees”)appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
1. | Title of each class of securities to which transaction applies: | |||
2. | Aggregate number of securities to which transaction applies: | |||
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||
4. | Proposed maximum aggregate value of transaction: | |||
5. | Total fee paid: | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
1. | Amount Previously Paid: | |||
2. | Form, Schedule or Registration Statement No.: | |||
3. | Filing Party: | |||
4. | Date Filed: |
RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
1301 Second Avenue, 18th Floor, Seattle, WA 98101
IMPORTANT SHAREHOLDER INFORMATION
This document contains a Joint Proxy Statement and proxy card(s) for an upcoming shareholder meeting of Russell Investment Company and Russell Investment Funds (the “Trust”“Trusts”). A proxy card is, askingin essence, a ballot. When you vote using a proxy card, 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 following proposals:
shareholder meeting. The proxy card(s) may be completed by checking the appropriate box and voting for or against the proposal. PROPOSAL 1: To approveIf you simply sign the proxy without specifying a new investment advisory agreement between each series ofvote with respect to 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 acquisitionproposal, your shares will be structured as a merger between LSEG US Sub, Inc., an indirect wholly-owned subsidiary of LSEG, and FRCvoted 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,accordance 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 Trusteesrecommendation of the Board unanimously recommend that you vote “FOR” each proposal listed onof Trustees.
Please read 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 theJoint 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 alsocast your vote by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. We encourageVoting your proxy, and doing so promptly, ensures that the Trusts will not need to conduct additional mailings or contact you directly to obtain your vote.
Please exercise your right to vote. Thank you.
RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
1301 Second Avenue, 18th Floor, Seattle, WA 98101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To all shareholders of Russell Investment Company and Russell Investment Funds:
Russell Investment Company (“RIC”) and Russell Investment Funds (“RIF”) (each, a “Trust” and collectively, the “Trusts”) are holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trusts (each, a “Fund” and collectively, the “Funds”) on September 28, 2021 at 10:00 a.m. Pacific Time. The Special Meeting will be a virtual meeting conducted exclusively via live webcast. You will not be able to participateattend the meeting in person; all references herein to attending the meeting or voting “in person” mean in person by means of remote communication.
The Trusts are each Massachusetts business trusts and each operates as a registered management investment company. RIC and RIF currently offer shares of 31 and 9 Funds, respectively. The Proposal relates to all shareholders of the Funds.
The Special Meeting is being held for the purpose of electing six (6) persons (each, a “Trustee Nominee”) to the Board of Trustees of each of RIC and RIF. These matters are discussed in detail in the governancejoint proxy statement enclosed with this notice.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
The Trusts have fixed the close of business of the Trust.
What isNew York Stock Exchange on June 30, 2021 as the deadlinerecord date for submitting my vote?
We encourage youdetermining shareholders entitled to notice of and to vote as soon as possibleat the Special Meeting and any adjournments thereof. Each share of each Fund is entitled to make sure that the Funds receive enough votes to actone vote on the proposals. Unless youProposal and a proportionate fractional vote for each fractional share held.
Because the Special Meeting is completely virtual and being conducted via live webcast, shareholders will not be able to attend the Shareholder Meeting at a physical location. You are an insurance company or other direct shareholder that attendscordially invited to attend the Special Meeting virtually.
The Special Meeting will be a virtual 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:conducted exclusively via live webcast starting at 10:00 a.m. Pacific Time on November 3, 2014). September 28, 2021. You will be able to attend the Special Meeting online, submit your questions during the Shareholder Meeting and vote your shares electronically at the Special Meeting by going to Meetings.computershare.com/MANLUKU and entering your control number, which is included on the proxy card that you received.
If you holdyour shares indirectlyare held through a variable insurance product, your insurance company may impose an earlier deadline for submissionbrokerage account or by a bank or other holder of record you will need to request a legal proxy in order to receive access to the virtual Special Meeting. To do so, you must submit proof of your voting instruction card(s).
Who is eligibleproxy power (legal proxy) reflecting your holdings along with your name and email address to vote?
Any person who owned shares of aComputershare Fund Services (“Computershare”). Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m. Pacific Time on the “record date,” which was August 25, 2014 (even if that person has since sold those shares).
Whom 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).September 23, 2021. You will needreceive a confirmation of your registration by email that includes the control number found on the proxy card(s) or voting instruction card(s)necessary to access and vote at the time you execute your vote.Special Meeting. Requests for registration should be directed to Computershare at shareholdermeetings@computershare.com.
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 timeRegardless 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 minutesSpecial Meeting, we urge you to read the proxy statement and cast your vote through the internetInternet or by telephone by following the instructions on yourthe 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 postage paid envelope provided. Please take advantageso 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 promptvoting options as detailed on your proxy card(s) and efficientin the Joint Proxy Statement. If you attend the Special Meeting, you may vote by means of remote communication even if you have previously returned your proxy card(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 Trusts or by voting options.by means of remote communication at the Special Meeting. It is very important that you vote your proxy promptly so that a quorum may be ensured and the costs of further solicitations avoided.
As always, we thank you for the trust you have placed in the Trusts.
By Order of the Trusts, |
Mark Swanson |
President, Chief Executive Officer, Treasurer, Chief Accounting Officer, and Chief Financial Officer |
Russell Investment Company Russell Investment Funds |
IMPORTANT NOTICE
Although we recommend that you read the complete Joint Proxy Statement, for your convenience we have provided a brief overview of the proposal (the “Proposal”). The information provided under the “Questions and Answers” section below is qualified in its entirety by reference to the Joint Proxy Statement.
RUSSELL INVESTMENT FUNDS
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee required. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
Title of each class of securities to which transaction applies: | ||||
Aggregate number of securities to which transaction applies: | ||||
3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||
4. | Proposed maximum aggregate value of transaction: | |||
5. | Total fee paid: | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
1. | Amount Previously Paid: | |||
2. | Form, Schedule or Registration Statement No.: | |||
3. | Filing Party: | |||
4. | Date Filed: |
RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
1301 Second Avenue, 18th Floor, Seattle, WA 98101
IMPORTANT SHAREHOLDER INFORMATION
This document contains a Joint Proxy Statement and proxy card(s) for an upcoming shareholder meeting of Russell Investment Company and Russell Investment Funds (the “Trusts”). A proxy card is, in essence, a ballot. When you vote using a proxy card, 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) may be completed by checking the appropriate box and voting for or against the proposal. If you simply sign the proxy without specifying a vote with respect to the proposal, your shares will be voted in accordance with the recommendation of the Board of Trustees.
Please read the Joint Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your proxy card(s) or cast your vote by signing, voting and returning the proxy card(s) in the envelope provided. Voting your proxy, and doing so promptly, ensures that the Trusts will not need to conduct additional mailings or contact you directly to obtain your vote.
Please exercise your right to vote. Thank you.
RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
1301 Second Avenue, 18th Floor, Seattle, WA 98101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To all shareholders of Russell Investment Company and Russell Investment Funds:
Russell Investment Company (“RIC”) and Russell Investment Funds (“RIF”) (each, a “Trust” and collectively, the “Trusts”) are holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trusts (each, a “Fund” and collectively, the “Funds”) on September 28, 2021 at 10:00 a.m. Pacific Time. The Special Meeting will be a virtual meeting conducted exclusively via live webcast. You will not be able to attend the meeting in person; all references herein to attending the meeting or voting “in person” mean in person by means of remote communication.
The Trusts are each Massachusetts business trusts and each operates as a registered management investment company. RIC and RIF currently offer shares of 31 and 9 Funds, respectively. The Proposal relates to all shareholders of the Funds.
The Special Meeting is being held for the purpose of electing six (6) persons (each, a “Trustee Nominee”) to the Board of Trustees of each of RIC and RIF. These matters are discussed in detail in the joint proxy statement enclosed with this notice.
THE BOARD OF TRUSTEES OF EACH TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL.
The Trusts have fixed the close of business of the New York Stock Exchange on June 30, 2021 as the record date for determining shareholders entitled to notice of and to vote at the Special Meeting and any adjournments thereof. Each share of each Fund is entitled to one vote on the Proposal and a proportionate fractional vote for each fractional share held.
Because the Special Meeting is completely virtual and being conducted via live webcast, shareholders will not be able to attend the Shareholder Meeting at a physical location. You are cordially invited to attend the Special Meeting virtually.
The Special Meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:00 a.m. Pacific Time on September 28, 2021. You will be able to attend the Special Meeting online, submit your questions during the Shareholder Meeting and vote your shares electronically at the Special Meeting by going to Meetings.computershare.com/MANLUKU and entering your control number, which is included on the proxy card that you received.
If your shares are held through a brokerage account or by a bank or other holder of record you will need to request a legal proxy in order to receive access to the virtual Special Meeting. To do so, you must submit proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to Computershare Fund Services (“Computershare”). Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m. Pacific Time on September 23, 2021. You will receive a confirmation of your registration by email that includes the control number necessary to access and vote at the Special Meeting. Requests for registration should be directed to Computershare at shareholdermeetings@computershare.com.
Regardless of whether you plan to attend the Special Meeting, we urge you to vote through the Internet or by telephone by following the instructions on the proxy card(s), or by signing, voting and returning the proxy 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 on your proxy card(s) and in the Joint Proxy Statement. If you attend the Special Meeting, you may vote by means of remote communication even if you have previously returned your proxy card(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 Trusts or by voting by means of remote communication at the Special Meeting. It is very important that you vote your proxy promptly so that a quorum may be ensured and the costs of further solicitations avoided.
As always, we thank you for the trust you have placed in the Trusts.
By Order of the Trusts, |
Mark Swanson |
President, Chief Executive Officer, Treasurer, Chief Accounting Officer, and Chief Financial Officer |
Russell Investment Company Russell Investment Funds |
IMPORTANT NOTICE
Although we recommend that you read the complete Joint Proxy Statement, for your convenience we have provided a brief overview of the proposal (the “Proposal”). 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 Proposal:
PROPOSAL: To elect as members (each, a “Trustee” and collectively, the “Trustees”) of the Boards of Trustees (collectively, the “Board”) of Russell Investment Company (“RIC”) and Russell Investment Funds (“RIF”) (each, a “Trust” and collectively, the “Trusts”) (i) two current Trustees of RIC and RIF – Ms. Michelle Cahoon and Ms. Julie Dien Ledoux – who have not previously been elected by shareholders and (ii) four additional individuals – Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Mr. Vernon Barback – who are not current Trustees of RIC and RIF but who have been nominated by the Board to stand for election by shareholders. The Trusts are currently served by a single set of Trustees, whereby all Trustees serve on the Board of each Trust. The Trusts are sponsored by Russell Investment Management, LLC (“RIM” 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”). The service as Trustee of Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Mr. Vernon Barback would commence upon their election to the Board by shareholders.
At their meeting held on May 24, 2021, the Trustees determined to present (i) the election of two current Trustees of RIC and RIF – Ms. Michelle Cahoon and Ms. Julie Dien Ledoux – who have not been previously elected by the shareholders and (ii) the election of four additional individuals who are not current Trustees of RIC and RIF but who have been nominated by the Board, at the recommendation of the Board’s Nominating and Governance Committee, to stand for election by shareholders (each a “Trustee Nominee” and 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 and RIF currently has six Trustees. Each of the six current Trustees, except Ms. Julie Dien Ledoux and Ms. Michelle Cahoon, have previously been elected by RIC and RIF shareholders. The Proposal does not relate to those Trustees previously elected by RIC and RIF shareholders. – If either Ms. Michelle Cahoon or Ms. Julie Dien Ledoux does not receive a plurality of all outstanding shares of the Trust voting, she will remain on the Board of such Trust as a non-shareholder elected Trustee. If a Trustee Nominee other than Ms. Michelle Cahoon and Ms. Julie Dien Ledoux does not receive a plurality of all outstanding shares of the Trust voting, such Trustee Nominee will not serve on the Board of such
Trust. 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. The service as Trustee of Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Mr. Vernon Barback would commence upon their election to the Board by shareholders.
For purposes of the Proposal, 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.
How do the Trustees suggest that I vote?
After careful consideration, the Trustees, which are all Independent Trustees of the Trusts, unanimously recommend that you vote “FOR” the Proposal listed on the proxy card.
Why do the Trustees recommend that I vote “FOR” the Proposal?
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 each Trustee Nominee possesses the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that each Trustee Nominee’s ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with RIM, 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 each Trustee Nominee, 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.
Will my vote make a difference?
Yes. Your vote is needed to ensure that the proposal 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 proxy card(s). You may also vote by signing, voting and returning the proxy card(s) in the envelope provided. We encourage all shareholders to participate in the governance of the Trusts.
What is the deadline for submitting my vote?
We encourage you to vote as soon as possible to make sure that the Trusts receive enough votes to act on the proposal. Unless you attend the meeting to vote by means of remote communication, your vote (cast by Internet, telephone or paper proxy card) must be received by the Trusts prior to the start of the meeting (10:00 a.m. Pacific Time on September 28, 2021).
Who is eligible to vote?
Any person who owned shares of a Fund on the “Record Date,” which was June 30, 2021 (even if that person has since sold those shares).
Whom do I call if I have questions?
We will be happy to answer your questions about this proxy solicitation. We have engaged Computershare Fund Services as our proxy solicitation agent. If you have questions, please call Russell Investments toll-free at 1-800-787-7354.
How can I vote my shares?
If you do not plan to attend the Special Meeting virtually, 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). You will need the control number found on the proxy card(s) at the time you execute your vote.
Touchtone Phone – dial the toll-free number on the enclosed proxy card(s) and follow the automated instructions. Please have the proxy card(s) available at the time of the call.
Mail – sign, date, and complete the reverse side of the proxy card(s) and return the proxy 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 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 proxy card(s), or by signing, voting and returning the proxy card(s) in the envelope provided. Please take advantage of these prompt and efficient voting options.
RUSSELL INVESTMENT COMPANY
RUSSELL INVESTMENT FUNDS
1301 Second Avenue, 18th Floor, Seattle, WA 98101
JOINT PROXY STATEMENT Dated August 28, 2014July 20, 2021
SPECIAL MEETING OF SHAREHOLDERS
To be Held on November 3, 2014September 28, 2021
Introduction
Russell Investment Company (“RIC”) and Russell Investment Funds (the(“RIF”) (each, a “Trust” or “RIF”and collectively, the “Trusts”) hashave called a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the TrustTrusts (each, a “Fund” and collectively, the “Funds”) in order to seek shareholder approval of proposals relatingelect members to the approvalBoards of new investment advisory agreements for each Fund.Trustees of the Trusts (collectively, the “Board” or the “Trustees”). The Special Meeting will be held on September 28, 2021 at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, on November 3, 2014 at 11:10:00 a.m. Pacific Time. If you expectThe Special Meeting will be a virtual meeting conducted exclusively via live webcast. You will not be able to attend the Special Meeting in person, please callmeeting at a physical location. All references herein to attending the Trust at 1-800-787-7354 to inform the Trustmeeting or voting “in person” mean attending or voting by means of your intentions and obtain directionselectronic communication. Directions on how to attend the Special Meeting.Meeting by means of remote communication are included below.
ItemsItem For Consideration
The Trust’s Board of Trustees (the “Board” or the “Trustees”) requests shareholder approval of two proposals atto elect Ms. Michelle Cahoon, Ms. Julie Dien Ledoux, Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Mr. Vernon Barback to 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.Board.
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The proxy materials are being mailed to shareholders on or about September 8, 2014.July 28, 2021.
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Proposal | |||||||||
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Instructions for Signing Proxy Cards | |||||||||
Exhibit A-1 | |||||||||
Exhibit B-1 | |||||||||
Exhibit C-1 | |||||||||
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Fund Shares Outstanding as of | Appendix A-1 | ||||||||
5% Beneficial Owners of Fund Shares | Appendix B-1 |
INTRODUCTION AND VOTING INFORMATION
For each Fund, theThe Board is asking for shareholder approval of the Post-Transaction Agreementto elect Ms. Michelle Cahoon, Ms. Julie Dien Ledoux, Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May 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 serve as investment adviserMr. Vernon Barback to the Funds in accordance with the Funds’ existing investment advisory agreement (the “Existing Agreement”), unless shareholders of a Fund have approved the New Agreement, in which case RIMCo will provide services to the Fund under the New 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 Post-Transaction Agreement is dependent on consummation of the Transaction, while the New Agreement, if approved by shareholders, will take effect whether or not the Transaction is consummated.Board.
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 May Vote
All shareholders of the Funds who own shares as of the close of business of the New York Stock Exchange on August 25, 2014June 30, 2021 (the “Record Date”) are entitled to vote on each proposal.the proposal (the “Proposal”). Each share of each Fund will be entitled to one vote on each proposalthe Proposal 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 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 CompanyNew York Stock Exchange 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.June 30, 2021.
Voting by Proxy or Voting Instructions
YouIf you do not plan to attend the Special Meeting virtually, you may submit a vote by 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 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 or provide your voting instructions.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.
For information about attending the Special Meeting by means of live webcast and voting in person (Insurance Companies and other direct shareholders only),remotely, please see below.
If you need more information on how to vote, or if you have any questions, please call the Funds’ agentRussell Investments toll-free at 1-888-253-1478.1-800-787-7354. The Trust urgesTrusts urge you to fill out and return your proxy card(s) or voting instruction card(s) or vote by telephone or the Internet, even if you are a shareholder that plansplan to attend the Special Meeting.Meeting virtually. Doing so will not affect your right to attend the Special Meeting and vote.
The Trust hasTrusts have named Rick Chase, Jessica Gates, Sareena Khwaja-Dixon, Mary Killgrove, Cheryl Wichers,Beth Albaneze, 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 card(s) or voting instruction card(s) and returning it or, alternatively, by voting through the Internet or by telephone by following the instructions on the proxy
card(s) or voting instruction card(s), you are appointing or providing instructions for those persons to
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vote for you at the Special Meeting. If you properly fill in your proxy card(s) or voting instruction card(s) and return it to the TrustTrusts 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(s) or voting instruction card(s), but do not make a specific choice with respect to one or more proposals,the Proposal, one of the appointed proxies will vote your shares on the proposal(s)Proposal as recommended by the Board. You may vote part of your shares in favor of the Proposal and refrain from voting the remaining shares or vote them against the Proposal, but if you fail to specify the number of shares in which you are voting affirmatively, it will be conclusively presumed that your approving vote is with respect to the total shares that you are entitled to vote on the Proposal.
If an additional matter is properly 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 Trust wasTrusts were not aware of any other matter that needed to be acted upon at the Special Meeting other than the proposalsProposal discussed in this Joint Proxy Statement.
If you appoint a proxy or provide instructions by signing and returning your proxy card(s) or voting instruction card(s), you can revoke that appointment or those instructionsat any time before they areit is exercised. If you are a shareholder, youYou can revoke your proxy by sending in another proxy with a later date, by notifying the TrustTrusts in writing that you have revoked your proxy prior to the Special Meeting, by writing to the Secretary of the FundsTrusts 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.remotely. 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 hold shares of a Fund indirectly through your investment in a variable insurance product, the insurance company is the shareholder of the Fund and is entitled to vote those shares. Pursuant to applicable laws, the insurance company votes such shares in accordance with instructions received from owners of the variable insurance products. Accordingly, you are an Insurance Company or other direct shareholder attendingbeing asked to provide voting instructions to your insurance company by means of a voting instruction card. The enclosed voting instruction card(s) contains details regarding how to provide your voting instructions.
Voting by Means of Remote Communication
The Special Meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:00 a.m. Pacific Time on September 28, 2021.
Because the Special Meeting is completely virtual and wishbeing conducted via live webcast, shareholders will not be able to vote in person, youattend the Shareholder Meeting at a physical location.
You will be given a ballot when you arrive. If you have already voted by proxy and wishable to vote in person instead, you will be given an opportunity to do so during the Special Meeting. If you attend the Special Meeting butonline, submit your questions during the Shareholder Meeting and vote your shares electronically at the Special Meeting by going to Meetings.computershare.com/MANLUKU and entering your control number, which is included on the proxy card that you received.
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If your shares are held in the name of your broker,through a brokerage account or by a bank or other nominee,holder of record you will need to request a legal proxy in order to receive access to the virtual Special Meeting. To do so, you must bringsubmit proof of your proxy power (legal proxy) reflecting your holdings along with youyour name and email address to Computershare Fund Services (“Computershare”). Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m. Pacific Time on September 23, 2021. You will receive a letter fromconfirmation of your registration by email that nominee stating that you areincludes the beneficial owner ofcontrol number necessary to access and vote at the shares on the Record Date and authorizing youSpecial Meeting. Requests for registration should be directed to vote. If you do not bring with you such a letter, the Trust mayComputershare at its discretion accept a provisional ballot from you pending validation that you are the actual beneficial owner of shares of the Fund(s).shareholdermeetings@computershare.com.
Recommendation
The proxy is solicited by the Board on behalf of the Trust,Trusts, which unanimously recommends a vote “FOR” each proposal.the election of all Trustee Nominees.
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 (including by means of remote communication) or by proxy, in order for a Fund to hold a valid shareholder meeting. A FundTrust cannot hold a valid shareholder meeting unless there is a quorum of shareholders present in person or by proxy. The Trust’sRIC’s Fourth Amended and Restated Master Trust Agreement, as amended, providesand RIF’s Third Amended and Restated Master Trust Agreement each provide that the presence, in person or by proxy, of a majority of the shares entitled to vote shall constitute a quorum. For each Fund, a majority of the shares entitled to vote on the proposals as of the Record Date is required for a quorum for this Special Meeting.
Because The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) and its affiliates are the majority shareholders of the Funds, 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 each 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 shareholders.
With respect to Proposal 1, allAll shareholders of each FundTrust as of the Record Date will be entitled to vote. Voting with respectvote on the Proposal. Each Trustee Nominee must receive a plurality of all outstanding shares of the Trust voting. For purposes of determining whether a Trustee Nominee receives a plurality of all outstanding shares of the Trust voting and, therefore, whether such Trustee Nominee has been elected by shareholders to Proposal 1 will take placeserve on a Fund-by-Fund basis, meaning thatthe Board of such Trust, your vote with respect to one Fund in which you hold shares will be counted together with the votes of other shareholders of other Funds in the same Trust. Provided that a quorum is present at the Special Meeting, the six Trustee Nominees receiving the most “FOR” votes will be elected (even if this represents less than a majority of the votes cast). Because each Trustee Nominee is up for election for a distinct seat on the Board (i.e., there is one vacancy corresponding to each Trustee Nominee) and because it is expected that each such Fund,election will be uncontested, to the extent that a Trustee Nominee receives any votes, such Trustee Nominee will be elected.
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
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declines to vote, or is not permitted to vote, those shares at the Special Meeting) and abstentions with respect to the Proposal count as shares “present” solely for purposes of establishing a quorum but will not be counted together withcount as votes of shareholders of other Funds. Therefore, a vote for the Post-Transaction Agreement with respect to one Fund will not affect the approval of the Post-Transaction Agreement with respect to any other Fund.
With respect to Proposal 2, all shareholders ofagainst 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 New Agreement with respect to any other Fund.
With respect to each proposal, the approval of the applicable new investment advisory agreement with respect to a Fund requires the approval of a “majority of the outstanding voting securities” of the Fund. The vote of 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 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 are 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 “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.nominee.
Shares represented in person or by proxy, including shares that abstain or do not vote with respect to a proposal,the Proposal, will be counted for purposes of determining whether there is a quorum at the Special Meeting. Abstentions with respect to a proposal will have the effect of a vote against the proposal.
Where shares of a Fund are held by another fund for which RIMCoRIM serves as the investment adviser, those shares will be voted for and against a proposalthe Proposal in the same proportion as the votes of the Fund’s other shareholders on thatthe 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 sufficient votes in favor of the Proposal have not been received. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person (including by means of remote communication) or by proxy and entitled to vote at the Special Meeting. The persons named asSigned proxies that have been returned to the Trusts without any indication of how the shareholder wished to vote will votebe voted in favor of anythe 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,RIM, 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 Datasolicitation agent, Computershare Fund Services, to assist in forwarding and soliciting proxies. Pursuant to this arrangement, the proxy solicitorsolicitation agent has agreed to contact shareholders, banks, brokers, and proxy intermediaries to secure votes on the proposalsProposal described in the Joint Proxy Statement. Should shareholders require additional information regarding the proxy, they may call the proxy solicitorRussell Investments toll-free at 1-888-253-1478.1-800-787-7354. The proxy solicitation costs of the Proposal are expected to be approximately $1.6 million.
Costs of the Special Meeting
Frank Russell Company (“FRC”) and/or its affiliates and London Stock Exchange Group plc (“LSEG”)The Funds will bear all expenses incurred in connection with the Special Meeting, including the cost of soliciting proxies and the cost associated with any adjournments, whether or not the proposals areProposal is approved by shareholders. The cost of the Special Meeting will be allocated to each Trust and borne by the Funds organized under such
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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. Such expenses are infrequent and/or unusual expenses and, therefore, will not bearbe subject to any portion of such expenses. The cost of retainingdirect Fund-level expense cap in effect for the proxy solicitor as described above with respect to all funds for which RIMCo serves as investment adviser, including those not included in this Proxy Statement, is 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.Funds.
Additional information about the Funds is available in their respective prospectuses, statements of additional information and annual and semi-annual reports to shareholders. TheCopies of 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, or by writing to P.O. Box 8420, Boston, MA 02266-8420.219430, Kansas City, MO 64121-9430 or by visiting the Funds’ website at https://russellinvestments.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 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, 2014SEPTEMBER 28, 2021
The Funds’ Notice of Special Meeting of Shareholdersshareholders and Joint Proxy Statement are available on the Internet at www.2voteproxy.com/russell.https://www.proxy-direct.com/rus-32161.
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DISCUSSION OF PROPOSALSPROPOSAL
PROPOSAL 1: APPROVALELECTION OF A POST-TRANSACTION INVESTMENTTRUSTEES TO THE BOARD
ADVISORY AGREEMENT FOR THE FUNDSWho are the Trustee Nominees?
Introduction
The Special Meeting is being called to consider a proposal necessitatedMs. Michelle Cahoon, Ms. Julie Dien Ledoux, Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Mr. Vernon Barback are the Trustee Nominees. Mses. Cahoon and Dien Ledoux each currently serve on the Board of each Trust. Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Mr. Vernon Barback do not currently serve on the Board of either Trust but, at the recommendation of the Nominating and Governance Committee, were nominated by the Transaction, whichBoard at a meeting held on May 24, 2021, to stand for election by shareholders of the Trusts. Each of Ms. Michelle Cahoon and Ms. Julie Dien Ledoux were and, if elected by shareholders, each of Messrs. Day and May, Ms. Shanahan and Mr. Barback will involvebe elected as a Trustee by the acquisitionBoard to serve until the Trustee Nominee sooner dies, retires, resigns or is removed, as provided for in the Trusts’ organizational documents pursuant to Article III, Section 3.1(c) of FRC,RIC’s Fourth Amended and Restated Master Trust Agreement, as amended, and Article III, Section 3.1(c) of RIF’s Third Amended and Restated Master Trust Agreement. It is now proposed that (i) Ms. Michelle Cahoon and Ms. Julie Dien Ledoux, each of whom currently serve as a majority owned subsidiaryTrustee of Northwestern Mutual,RIC and RIF, be elected by LSEG. FRC isshareholders to serve on the parent companyBoard of RIMCo, whichthe Trusts and (ii) Messrs. Day and May, Ms. Shanahan and Mr. Barback be elected by shareholders to serve on the Board of the Trusts. Ms. Michelle Cahoon and Ms. Julie Dien Ledoux would each remain on the Board of the Trusts even if not elected as a Trustee by the shareholders.
One of the Trustee Nominees, Mr. Vernon Barback, serves as the investment adviser to each Fund. Because the consummationChief Administrative Officer of an affiliate of the Transaction will result in FRC having a new controlling shareholder, underFund’s adviser and is considered to be an interested person of the Trusts, as that term is defined by the Investment Company Act of 1940, as amended (the “1940 Act”), it will result. No Trustee Nominee is a party adverse to the Trusts or any of their affiliates in any material legal proceeding, nor does any Trustee Nominee have a changematerially adverse interest to the Trusts. The tables below set forth information concerning each Trustee Nominee.
Interested Trustee Nominee
Name: | Vernon Barback | |
Date of Birth: | August 8, 1956 | |
Address: | 1301 Second Avenue, 18th Floor, Seattle, WA 98101 | |
Position(s) Held with the Trust: | Trustee Nominee | |
Term of Office: | N/A | |
Length of Time Served: | N/A | |
Number of Funds in the Fund Complex To Be Overseen: | 40 |
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Principal Occupation(s) During the Past Five Years: | Since May 2021, Chief Administrative Officer, Russell Investments; From Jan. 2016 to May 2021, Vice President, Russell Investments; From Jan. 2012 to Jan. 2016, Altß Partners (investment company), Partner. | |
Other Directorships Held During the Past Five Years: | Until 2020, Director of NorthStar Topco, LLC (technology and services outsourcing company) |
Independent Trustee Nominees
The following Trustee Nominees are considered to be “disinterested” or “independent” persons of controlthe Trusts, meaning that they have no direct affiliation with the Trusts, RIM, any sub-adviser (which, in this Joint Proxy Statement, may also be referred to as “money managers”) or the principal underwriter to the Trusts. As discussed elsewhere in this Joint Proxy Statement, Mses. Cahoon and Dien Ledoux each currently serve on the Board of RIMCoeach Trust.
Name: | Michelle L. Cahoon | |
Date of Birth: | July 5, 1966 | |
Address: | 1301 Second Avenue, 18th Floor, Seattle, WA 98101 | |
Position(s) Held with the Trust: | Trustee | |
Term of Office: | Until successor is duly elected and qualified | |
Length of Time Served: | Trustee of RIC and RIF since 2021 | |
Number of Funds in the Fund Complex Overseen: | 40 | |
Principal Occupation(s) During the Past Five Years: | From Jan. to Mar. 2019, Consulting Chief Financial Officer, Driehaus Capital Management LLC (investment adviser) Until 2018, Chief Financial Officer and Treasurer, Driehaus Capital Management LLC and Driehaus Securities LLC (broker dealer) Until 2018, Vice President and Treasurer, Driehaus Mutual Funds (investment company) | |
Other Directorships Held During the Past Five Years: | None |
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Name: | Julie Dien Ledoux | |
Date of Birth: | August 17, 1969 | |
Address: | 1301 Second Avenue, 18th Floor, Seattle, WA 98101 | |
Position(s) Held with the Trust: | Trustee | |
Term of Office: | Until successor is duly elected and qualified | |
Length of Time Served: | Trustee of RIC and RIF since 2019 | |
Number of Funds in the Fund Complex to be Overseen: | 40 | |
Principal Occupation(s) During the Past Five Years: | Until March 2018, Trustee of Avenue Credit Strategies Fund (investment company) Until November 2017, Trustee of Avenue Income Credit Strategies Fund (investment company) | |
Other Directorships Held During the Past Five Years: | Until March 2018, Trustee of Avenue Credit Strategies Fund (investment company) Until November 2017, Trustee of Avenue Income Credit Strategies Fund (investment company) | |
Name: | Michael Day | |
Date of Birth: | October 23, 1957 | |
Address: | 1301 Second Avenue, 18th Floor, Seattle, WA 98101 | |
Position(s) Held with the Trust: | Trustee Nominee | |
Term of Office: | N/A | |
Length of Time Served: | N/A | |
Number of Funds in the Fund Complex To Be Overseen: | 40 | |
Principal Occupation(s) During the Past Five Years: | Since December 2019, President and Chief Executive Officer of Topa Insurance Group (insurance company) | |
Other Directorships Held During the Past Five Years: | Since Mar. 2016, Director of Topa Insurance Group (insurance company) Since Nov. 2020, Director of Puppet, Inc. (information technology company) Since Mar. 2017, Director of Somos, Inc. (information technology company) Until 2019, Director of Recology, Inc. (waste management company) |
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Name: | Jeremy May | |
Date of Birth: | March 30,1970 | |
Address: | 1301 Second Avenue, 18th Floor, Seattle, WA 98101 | |
Position(s) Held with the Trust: | Trustee Nominee | |
Term of Office: | N/A | |
Length of Time Served: | N/A | |
Number of Funds in the Fund Complex To Be Overseen: | 40 | |
Principal Occupation(s) During the Past Five Years: | Since 2020, Founder and Chief Executive Officer of Paralel Technologies LLC (information technology company) Until March 2021, Chief Operating Officer of Magnifi LLC (information technology company) Until 2019, President of ALPS Fund Services, ALPS Distributors and ALPS Portfolio Solutions and Executive Vice President of ALPS Advisors and ALPS Holdings (investment company) | |
Other Directorships Held During the Past Five Years: | Since 2020, Trustee and Chairman of Bow River Capital Evergreen Fund (investment company) Since 2020, Trustee and Chairman of New Age Alpha ETF Trust (investment company) Until March 2021, Interested Director of Reaves Utility Income Trust (investment company) Until February 2021, Interested Director of ALPS Series Trust (investment company) Until 2019, Interested Director of RiverNorth Opportunities Fund (investment company) | |
Name: | Jeannie Shanahan | |
Date of Birth: | February 15, 1964 | |
Address: | 1301 Second Avenue, 18th Floor, Seattle, WA 98101 | |
Position(s) Held with the Trust: | Trustee Nominee | |
Term of Office: | N/A | |
Length of Time Served: | N/A |
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Number of Funds in the Fund Complex To Be Overseen: | 40 | |
Principal Occupation(s) During the Past Five Years: | Until 2021, President of Twin Star Consulting, LLC (consulting company) Until November 2018, Senior Vice President and Chief Governance Officer –CCAR of Northern Trust Company (financial services company) | |
Other Directorships Held During the Past Five Years: | Until 2021, Director of Ellie Fund Inc. (non-profit company) |
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 assignmentBoard, collectively, lead to the conclusion that the Trustee Nominees possess the requisite experience, qualifications, attributes and automatic terminationskills 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 RIM, 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 also evaluated whether each Trustee Nominee is willing and able to commit the time necessary for the performance of the Existing Agreement forduties of a Trustee and whether each Fund. If Proposal 1Trustee Nominee is adopted by a Fundotherwise qualified under applicable laws and the Transaction is consummated, RIMCo will continueregulations to serve as a Trustee. The Trustees have also considered not only the investment advisercontributions that each Trustee Nominee can make to that Fund. In addition, each Fund currently employs sub-advisers (eachthe 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 and Governance Committee considers diversity of background, experience and views among its members a “Money Manager” and collectivelyfactor in evaluating the “Money Managers”) with the exceptioncomposition of the Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund,Board, but has not adopted any specific policy on diversity.
To date, the Nominating and Equity Growth Strategy Fund (each a “Fund of Funds”Governance Committee has been able to identify, and collectively the “Funds of Funds”). The Transaction is not expectedexpects 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 a result of the Transaction, although money manager changes will continue to be madeable to identify an ample number of qualified candidates from the resources at its disposal.
As described in the normal coursetable above, the Independent Trustee Nominees possess the experience and skills to provide them a basis of business.
The termsacquiring knowledge 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 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 seamless 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 and 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 not 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 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.
Transaction Not Expected to Adversely Affect RIMCo or the Funds
The Transaction is not expected to have any impact on the nature, extent, or quality of services provided by RIMCo to the Funds. In particular, the Transaction is not expected to result in any changes in the manner in which RIMCo renders advisory services to the Funds or the personnel providing services to the Funds (although the Transaction is not conditioned upon the continued employment of any RIMCo personnel). While there can be no assurance that any particular RIMCo employee will continue his or her employment 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 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, 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 Fund 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 employee 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 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 met 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 alloperation of the Funds and the Trusts. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee Nominee: Ms. Cahoon has had experience as the senior financial executive of other RIMCo-managed funds for whichinvestment companies and their investment adviser and distributor, as well as a certified public accountant who previously provided audit services in the Boardfinancial sector at a multi-national accounting
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firm and has supervisory responsibility (the “Other Russell Funds”). Information receivedbeen determined by the Board includingto be an “audit committee financial expert”; Ms. Dien Ledoux has had investment experience as a portfolio manager and has had experience as a member of the Independent Trustees,board of trustees of other investment companies; Mr. Day has had experience as an executive-level leader in corporate finance and accounting, as a member of the boards of other companies and non-profit organizations, and as a certified public accountant; Mr. May has had business, financial services, accounting and investment management experience as a senior executive and board member of financial services, investment management and other organizations, as well as experience as a board member of other investment companies and as a certified public accountant; Ms. Shanahan has had financial, risk management, governance and compliance experience in highly regulated industries as a senior executive at large financial institutions, and as a member of the board of a non-profit organization; and Mr. Barback has had experience as a senior executive of other financial services companies with responsibility for investment, financial, and operational matters affecting asset managers and related service providers. As a senior officer of an affiliate of RIM (the Funds’ adviser), Mr. Barback is in a position to provide the Board with such entity’s perspectives on the management, operations and distribution of the RIC and RIF Funds.
Messrs. Day and May and Ms. Cahoon were referred by contacts of the Nominating and Governance Committee; Ms. Shanahan was referred by the former chief operating officer of Russell Investments; Ms. Dien Ledoux was referred by counsel to the Trusts; and Mr. Barback was recommended by the chief executive officer of Russell Investments.
Why are Trustee Nominees Being Elected at the TransactionPresent Time?
Section 16(a) of the 1940 Act, provides that a board of trustees may fill a board seat vacancy between meetings and without shareholder approval only if immediately after such vacancy is filled, at least two-thirds 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) days for the purpose of electing trustees to fill any existing vacancies.
The RIC and RIF Boards are currently composed of exactly two-thirds shareholder-elected Trustees. Therefore, the existing Trustees cannot appoint any new Trustees to the Board
Meetings and, therefore, each Trust is includedrequired to hold a special meeting of the shareholders to elect a new Trustee. Accordingly, the Board unanimously recommends that shareholders vote to approve the Proposal. Doing so will provide the Board with the flexibility to fill any future vacancy without holding such a special meeting because the RIC and RIF Boards would be composed of more than two-thirds shareholder-elected Trustees. If the Proposal is adopted, the Board of each Trust would be composed in its entirety of shareholder-elected Trustees and, therefore, no Trust would be expected to be required to hold a special shareholder meeting to elect new Trustees in the Post-Transaction Agreement Evaluation Information. Presentations madenear term.
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The Proposal does not apply to the four Trustees previously elected by FRC, RIMCoRIC and LSEG atRIF shareholders. Each of these Trustees will continue to hold office during the Transaction Board Meetings are includedlifetime of the Trusts, except as such Trustee sooner dies, retires, resigns or is removed, as provided for in the Post-Transaction Agreement Evaluation Information. PriorTrusts’ organizational documents.
If either Ms. Michelle Cahoon or Ms. Julie Dien Ledoux does not receive a plurality of all outstanding shares of the Trust voting, she will remain on the Board of such Trust as a non-shareholder elected Trustee. If a Trustee Nominee other than Ms. Michelle Cahoon and Ms. Julie Dien Ledoux does not receive a plurality of all outstanding shares of the Trust voting, such Trustee Nominee will not serve on the Board of such Trust.
RIC and RIF also have one Trustee Emeritus. The Trustee Emeritus does not have the power to votingvote 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.
How Long Do Trustees Serve on the Board?
Each Trustee shall serve during the continued lifetime of the Trust until he or she retires (or upon reaching the mandatory retirement age of 75, subject to a Trustee’s ability to request one-year waivers from the application of the mandatory retirement age policy), 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. Any Trustee may resign at any time by written instrument signed by him or her and delivered to the Post-Transaction Agreement Evaluation Meeting,Chairman of the IndependentBoard, the President or the Secretary (other than him or herself) of the Trust, or to a meeting of the Trustees. Such resignation shall be effective upon delivery unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with a Trust or resolution of the Board, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following 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 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 such removal. Any Trustee may also be removed at any meeting of shareholders called for that purpose by a vote of two-thirds of the total combined net asset value of all shares of the applicable Trust issued and atoutstanding. A meeting of shareholders for the Meeting. 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 discussion below reflectsBoard is responsible under Massachusetts 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 these reviews.whom are employed by and are
The Board’s evaluation
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officers of RIM or its affiliates, are responsible for the day-to-day management and administration of the Post-Transaction Agreement reflected the Post-Transaction Agreement Evaluation Information and other information received by theFunds’ operations. 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 Boardcarries out its general oversight responsibilities in respect of the Existing AgreementFunds’ operations by, among other things, meeting with the Trusts’ management at its May 19-20, 2014 meeting (the “Agreement Evaluation Meeting”) (see “Approval of Existing Agreement” attachedthe Board’s regularly scheduled meetings and asExhibit G). The Independent Trustees’ evaluations otherwise needed and, with the assistance of the Post-Transaction Agreement also reflectedTrusts’ management, monitoring or evaluating the knowledge and familiarity gained as Board membersperformance of the FundsFunds’ service providers, including RIM, the Funds’ custodian and Other Russell Fundsthe Funds’ respective transfer agents. As part of this oversight process, the Board consults not only with respect to services provided by RIMCo, RIMCo’s affiliates,management and each Money ManagerRIM, but with the Trusts’ independent auditors, Fund counsel and separate counsel to the Funds under the Existing Agreement and services proposed to be provided to the Funds under the Post-Transaction Agreement.Independent Trustees. The Board notedmonitors Fund performance as well as 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 Agreement Evaluation Meeting described inExhibit G.
In approving the Post-Transaction Agreement, the Board considered all factors it believed relevant in exercising its business judgment, including the following:
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 the LSEG organization following completion of the Transaction, without any significant diminution expected in the nature, scope and overall quality of services provided to the Funds,Funds. The Board is required under the 1940 Act to review and without any expected effect onapprove the Funds’ Advisory Fees (contractual or actual), expenses, profitability, economiescontracts with RIM and the money managers.
What are the Board’s Standing Committees?
Each Board has a standing Audit Committee, Nominating and Governance Committee, and Regulatory and Investment Compliance Committee.
Audit Committee
The Board has adopted and approved a formal written charter for the Audit Committee, which sets forth the Audit Committee’s current responsibilities. The Audit Committee’s primary functions are: (1) to assist Board oversight of scale, or other fees or benefits to FRC or RIMCo or their affiliates from their Fund relationships. However,(a) the Independent Trustees were unable on the basisintegrity of the Post-Transaction Agreement Evaluation InformationFunds’ financial statements, (b) RIC and RIF’s compliance with legal and regulatory requirements that relate to determinefinancial reporting, as appropriate, (c) the outcomeindependent registered public accounting firm’s qualifications and independence, and (d) the performance of RIC and RIF’s independent registered public accounting firm; (2) to oversee the comprehensive review or its effects, if any, on the FRC investment management business generally or on anypreparation of the investment advisory and other services that RIMCo and other FRC affiliates provide to the Funds under the Existing Agreement. Among other things, the Board could not determine whether or for how long FRC’s investment management business will continuean Audit Committee report 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 Post-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 BoardSEC to be included in RIC and RIF’s Form N-CSR or any proxy statement, as applicable; (3) to oversee RIC and RIF’s accounting and financial reporting policies and practices and its internal controls; and (4) to act as a principal factor in determining whether to approve the Post-Transaction Agreementliaison between RIC 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 its evaluation of the Post-Transaction AgreementRIF’s independent registered public accounting firm and the Independent Trustees separately receivedfull Board. The Audit Committee oversees both the audit and non-audit work of RIC and RIF’s independent registered public accounting firm, submits a memorandum discussing such responsibilities from Independent Counsel.
Terms 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 same, 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 are no longer provided under the Existing Agreement. Because these services are not being provided under the Existing Agreement, this is not a material difference between the Existing 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 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 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 the assets of the Fund assigned to it. In this regard, RIMCo will provide oversight of the Money Managers and recommendationsrecommendation to the Board as to the hiringselection of the independent registered public accounting firm, and terminationpre-approves all audit and non-audit services to be rendered by the independent registered public accounting firm for RIC and RIF. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the auditor’s responsibility to plan and carry out a proper audit. Currently, the Audit Committee members are Mr. Raymond P. Tennison, Jr. and Mses. Kristianne Blake and Michelle L. Cahoon, each of Money Managers. RIMCo will also have fullwhom is an Independent Trustee. Ms. Michelle L. Cahoon has had experience as a certified public accountant and as a senior financial executive of other investment discretioncompanies and has been determined by the Board to make determinations with respect to investment of Fund assets not assigned tobe an “audit committee financial expert.”
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Regulatory and Investment Compliance Committee
The Board has adopted and approved a Money Manager. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will also provide certain informationformal written charter for the preparationRegulatory and Investment Compliance Committee, which sets forth the Regulatory and Investment Compliance Committee’s current responsibilities. The Regulatory and Investment Compliance Committee: (1) shall regularly receive, review and consider reports on certain regulatory and investment-related compliance matters regarding the operation of registration statements,the Funds, separately and as a whole; (2) shall review with RIM and its affiliates the kind, scope, and format of, and the time periods covered by the 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 ExistingCommittee; (3) may review with RIM and Post-Transaction Agreements.
Use of FRC Research. The Post-Transaction Agreement, like the Existing Agreement, authorizes RIMCo to utilize (and expectsits affiliates such other regulatory and investment-related compliance matters 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 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 relationrelated 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 its 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 the 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 managementoperation of the Funds as they use in the administrationCommittee may deem to be necessary or appropriate; and (4) may meet with any officer of RIC or RIF, or officer or other accountsrepresentative of RIM, any sub-adviser to a Fund or other service provider to RIC or RIF. Currently, the Regulatory and Investment Compliance Committee members are Mr. Jack R. Thompson and Mses. Julie Dien Ledoux and Katherine W. Krysty.
Nominating and Governance Committee
The Board has adopted and approved a formal written charter for the Nominating and Governance Committee, which they provide asset management consultingsets forth the Nominating 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 shareholdersGovernance Committee’s current responsibilities. The primary functions of the TrustNominating and Governance Committee 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;to: (1) evaluate and that the effect of any such interests will be governed by the Trust’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 1/365th 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 Statementnominate individuals 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 dutiesTrustee membership 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 investment merits of any decision by a Money Manager to purchase, hold, or sell a security for a Fund’s portfolio.
Renewal and Termination. The Post-Transaction Agreement will become effective upon consummation of the Transaction and will continue in effect as to each Fund for an initial two-year period. Following that period, as in the case of the Existing
Agreement, the Post-Transaction 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 TrusteesBoard, including individuals who are not parties to the agreement or interested persons (as defined inof RIC and RIF for Independent Trustee membership; (2) supervise an annual assessment by the 1940 Act)Trustees taking into account such factors as the Committee may deem appropriate; (3) review the composition of any partiesthe Board; (4) review Independent Trustee compensation; and (5) make nominations for membership on all Board committees and review the responsibilities of each committee. In evaluating candidates for membership on the Board, the Nominating and Governance Committee considers, among other factors that it may deem relevant: whether or not the person is willing and able to commit the agreement, cast in person at a meeting calledtime necessary 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 voteperformance of the Board or, as to any Fund, by voteduties of a majority ofTrustee; whether the outstanding voting securities of the Fund, on 60 days’ written notice to RIMCo; (ii) will immediately terminate in the event of its assignment;person is otherwise qualified under applicable laws 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 having 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 interest, 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 will 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 continueregulations to serve as investment advisera Trustee; the contribution which the person may be expected to make to the Board and RIC and RIF, with consideration being given to the person’s business and professional experience, board experience, education, diversity and such other factors as the Committee, in its sole judgment, may consider relevant; and the character and integrity of the Funds pursuant toperson. In evaluating and identifying Independent Trustee candidates, the terms ofNominating and Governance Committee considers factors it deems relevant which include: whether or not the Existing Agreement, unless the New Agreementperson 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 certain 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 a 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 the investment company as a result of such transaction, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,”person” as defined in the 1940 Act includesand whether the person is otherwise qualified under applicable laws and regulations to serve on the Board; whether or not the person has any arrangement during the two-year period after a change of control transaction wherebyrelationship that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser (or predecessorof the Funds, principal Fund service providers or successor adviser),their affiliates; whether or any interestednot the person serves on boards of, any such adviser, receives or is entitledotherwise affiliated with, competing financial services organizations or their funds; and
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the character and integrity of the person and the contribution which the person can make to receivethe Board. The Board’s Nominating and Governance Committee considers diversity of background, experience and views among its members a factor in evaluating the composition of the Board, but has not adopted any compensation,specific policy on diversity. The Committee will not consider nominees recommended by shareholders of the Funds. Currently, the Nominating and Governance Committee members are Messrs. Raymond P. Tennison, Jr. and Jack R. Thompson and Ms. Kristianne Blake, each of whom is an Independent Trustee.
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 RIM (including RIM’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 indirectly,mitigated. Under the Funds’ multi-manager structure, RIM is responsible for oversight, including risk management oversight, of the services provided by the Funds’ money managers, and providing reports to the Board with respect to the money managers. In addition to reports and other information received from Fund management and RIM regarding the Funds’ investment program and activities, the Board as part of its risk oversight efforts meets at its regular meetings and as needed with representatives of the Funds’ senior management, including its CCO, to discuss, among other things, risk issues and issues regarding the policies, procedures and controls of the Funds. The Board receives quarterly reports from the CCO and the CRO and other representatives of the Funds’ senior management which include information regarding risk issues. The Board may be assisted in performing aspects of its role in risk oversight by the Audit Committee, the Regulatory and Investment Compliance Committee and such other standing or special committees as may be established from time to time by the Board. For example, the Audit Committee of the Board regularly meets with the Funds’ independent public accounting firm to review, among other things, the independent public accounting firm’s comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s responses thereto. 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 companyobjectives. The processes or its security holders (other than fees for bona fide investment advisory controls developed to address risks may be limited in their effectiveness and some risks may be beyond the reasonable control of the Board, the Funds, RIM, RIM’s affiliates
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or other services), or fromservice providers. Because the Chairman and Vice Chairman of the Board and the Chairman of each of the Board’s Audit, Regulatory and Investment Compliance 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 personsignificant 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 circumstances 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?
The Board typically meets approximately eight times per year to review the operations of the Trusts and the Funds, including four quarterly meetings, two meetings to consider the annual renewal of certain Fund contractual arrangements, one meeting to consider certain matters arising in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).
LSEG has provided assurances that for a period of two years following the effective date of the Post-Transaction Agreement, it will use reasonable best efforts not to engage in activities that would impose an “unfair burden” on the Funds within the meaning of Section 15(f) of the 1940 Act.
Required Vote
As providedBoard’s obligations under Rule 38a-1 under the 1940 Act, approvaland one meeting to consider applicable insurance coverages. During RIC’s last fiscal year, the Board met eleven times. During RIF’s last fiscal year, the Board met ten times. Generally, most meetings are held in person, but due to the COVID-19 pandemic, recent meetings have been conducted by means of remote communication and consistent with the conditions of a 2020 order issued by the SEC permitting mutual fund boards to conduct meetings telephonically or by video conference that otherwise would be required to be held in person. The Audit Committee generally meets quarterly. During RIC’s last fiscal year, the Audit Committee met six times, the Regulatory and Investment Compliance Committee, and its predecessor, the Investment Committee, met four times and the Nominating and Governance Committee met one time. During RIF’s last fiscal year, the Audit Committee met six times, the Regulatory and Investment Compliance Committee met four times and the Nominating and Governance Committee met one time. Ms. Cahoon was appointed by the Trustees to the Board effective April 1, 2021. As a result, Ms. Cahoon did not attend any meeting of the Post-Transaction AgreementBoard during either RIC or RIF’s most recent fiscal year.
Are the Trustees and Officers of the Trusts Paid for Their Services to the Trusts?
Independent 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 RIM or its affiliates.
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The following table sets forth the compensation that was paid to each Trustee by the RIC for the fiscal year ending October 31, 2020.
Name of Trustee | Aggregate Compensation From RIC | Pension or Retirement Benefits Accrued as Part of RIC and RIF Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from RIC, RIF, and Russell Investments Fund Complex Paid to Trustees | ||||||||||||
Independent Trustees | ||||||||||||||||
Thaddas L. Alston* | $204,370 | $0 | $0 | $224,167 | ||||||||||||
Kristianne Blake | $294,472 | $0 | $0 | $314,269 | ||||||||||||
Cheryl Burgermeister** | $218,045 | $0 | $0 | $239,167 | ||||||||||||
Michelle L. Cahoon# | N/A | N/A | N/A | N/A | ||||||||||||
Katherine W. Krysty | $210,287 | $0 | $0 | $230,667 | ||||||||||||
Julie Dien Ledoux | $198,894 | $0 | $0 | $218,167 | ||||||||||||
Raymond P. Tennison, Jr. | $226,703 | $0 | $0 | $248,667 | ||||||||||||
Jack R. Thompson | $214,851 | $0 | $0 | $235,667 |
* | Mr. Alston was a Trustee until January 25, 2021. |
** | Ms. Burgermeister was a Trustee until June 1, 2021. |
# | Ms. Cahoon became a Trustee of RIC effective April 1, 2021. |
The following table sets forth the compensation that was paid to each Trustee by the RIF for the fiscal year ending December 31, 2020.
Name of Trustee | Aggregate Compensation From RIF | Pension or Retirement Benefits Accrued as Part of RIC and RIF Expenses | Estimated Annual Benefits Upon Retirement | Total Compensation from RIC, RIF, and Russell Investments Fund Complex Paid to Trustees | ||||||||||||
Independent Trustees | ||||||||||||||||
Thaddas L. Alston* | $19,906 | $0 | $0 | $224,100 | ||||||||||||
Kristianne Blake | $28,847 | $0 | $0 | $324,650 | ||||||||||||
Cheryl Burgermeister** | $21,332 | $0 | $0 | $240,100 | ||||||||||||
Michelle L. Cahoon# | N/A | N/A | N/A | N/A | ||||||||||||
Katherine W. Krysty | $20,808 | $0 | $0 | $234,100 | ||||||||||||
Julie Dien Ledoux | $19,473 | $0 | $0 | $219,100 | ||||||||||||
Raymond P. Tennison, Jr. | $22,400 | $0 | $0 | $252,100 | ||||||||||||
Jack R. Thompson | $21,027 | $0 | $0 | $236,600 |
* | Mr. Alston was a Trustee until January 25, 2021. |
** | Ms. Burgermeister was a Trustee until June 1, 2021. |
# | Ms. Cahoon became a Trustee of RIF effective April 1, 2021. |
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Do the Trustee Nominees Own Fund Shares?
As of May 28, 2021, the Trustee Nominees owned the following 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 1, 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 Post-Transaction 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 POST-TRANSACTION AGREEMENT WITH RIMCO.
PROPOSAL 2: APPROVAL OF A NEW INVESTMENT ADVISORY
AGREEMENT FOR THE FUNDS
Introduction
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 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 talentall funds in the organization, and the personnel currently responsible for managing the Funds are therefore not expected to change as a resultRussell family 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 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.
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 approval 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 discretionary 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 assets that may be managed 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 greater flexibility in managing the Fund and to reflect current industry practices. The most 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 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, 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 Fund. 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 provide 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 less than fees that would be paid to discretionary money managers.
Each of the multi-manager Funds will continue to utilize multiple managers through the use of both discretionary and non-discretionary money managers. If in the future RIMCo determines to change the “multi-manager” approach of any of the existing Funds, RIMCo will discuss such change with the Board and 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 assets of the Funds of Funds among various underlying funds (the “Underlying Funds”). The Underlying Funds are series of the Trust and, for 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 invest a portion of a Fund of Funds’ assets in securities or other instruments other than the 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 and seek any Board approval determined appropriate by RIMCo. The Funds of Funds’ disclosure documents will be updated 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 New 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 its evaluation of the New Agreement, the Board reviewed 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:
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 relevant by the Board, the Board believed that approval of the New Agreement would be in the best interests of each Fund and its shareholders. The Independent Trustees were represented by Independent Counsel throughout the process of evaluating the New Agreement.
Terms of the New 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 any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio.companies:
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Michelle Cahoon* | None | None | None | |||
Julie Dien Ledoux** | U.S. Strategic Equity Fund | $50,001-$100,000 | $50,001-$100,000 | |||
Michael Day | None | None | None | |||
Jeremy May | None | None | None | |||
Jeannie Shanahan | None | None | None | |||
Vernon Barback*** | Tax-Managed U.S. Large Cap Fund | $1-$10,000 | $10,001-$50,000 | |||
Tax-Managed U.S. Mid & Small Cap Fund | $1-$10,000 | |||||
Tax-Managed International Equity Fund | $1-$10,000 | |||
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** | Ms. Dien Ledoux became a Trustee effective June 1, 2019. |
*** | Mr. Barback is an Interested Trustee Nominee. |
As of June 30, 2021, the Trustees owned the following with respect to all funds in the Russell family of investment companies:
RIMCo is authorized to utilize 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))
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MiscellaneousHow Should I Vote on the Proposal?
If approved by shareholders, the New Agreement will become effective for a Fund upon the consummationThe Trusts’ Board of Trustees unanimously recommends that you vote “FOR ALL” of the Transaction (or at such time it is determined that the Transaction will not be consummated)Trustee Nominees for RIC and will have an initial period of two years.RIF.
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 agreement.
RIMCo and the Funds are unaware of any Trustee having 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 interest, and a substantial interest in the approval of the New Agreement, through her compensation arrangements with FRC.18
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.
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 | Position(s) Held | Term of | Principal
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Born 1301 Second Avenue, 18th Floor Seattle, WA 98101 | •
• | • Until successor is
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• Until May 2017, Director and Chairman of the
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• President, Kristianne Gates Blake, P.S. (accounting services) | 40 | • Lead Independent Director,
• | |||||
Michelle L. Cahoon Born July 5, 1966 1301 Second Avenue, 18th Floor Seattle, WA 98101 | • Trustee (RIC and | • Until successor is duly elected and qualified | • Retired
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Name, Age, Address | Position(s) Held | Term of | Principal
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• Until 2018, Chief Financial Officer and Treasurer, Driehaus Capital Management LLC and Driehaus Securities LLC (broker dealer) • Until 2018, Vice President and Treasurer, Driehaus Mutual Funds (investment company) | ||||||||||||||
Born 1301 Second Avenue, 18th Floor Seattle, WA 98101 | • Trustee (RIC and RIF) since
• Chairman of the Regulatory and Investment Compliance Committee (RIC and RIF) since | •
• | • | None | ||||||||||
Born 1301 Second Avenue, 18th Floor Seattle, WA 98101 | • Trustee (RIC and RIF) since
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• Until | 40 | • Until March 2018, Trustee of Avenue Credit Strategies Fund (investment company)
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Raymond P. Tennison, Jr. Born December 21, 1955 1301 Second Avenue, 18th Floor Seattle, WA 98101 | • Trustee (RIC and RIF) since 2000
• Chairman | •
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Jack R. Thompson Born March 21, 1949 1301 Second Avenue, 18th Floor Seattle, WA 98101 | • Trustee (RIC and RIF) since 2005 • Vice Chairman (RIC and RIF) since 2021
• Chairman of the | •
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Officers of the Trust
Name, Age, Address | Position(s) Held With Length of Time | Term of
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Cheryl Wichers Born December 16, 1966 1301 Second Avenue, 18th Floor Seattle, WA 98101 |
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| • Chief Compliance Officer, RIC
• Chief Compliance Officer,
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Name, Age, Address | Position(s) Held With Fund Length of Time Served | Term of
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Mark E. Swanson Born November 26, 1963 1301 Second Avenue, 18th Floor Seattle, WA 98101 |
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• Global Head of Fund Services, Russell Investments
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• • President and Chief Executive Officer, RIC and RIF, June 2016 to | |||||
Born 1301 Second Avenue,
Seattle, WA 98101 |
| Until removed by Trustees | • Until | • Global Chief Investment Officer, Russell Investments
• Chief Investment Officer, RIC
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Mary Beth R. Albaneze Born April 25, 1969 1301 Second Avenue,
Seattle, WA 98101 |
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• Secretary,
• Secretary and Chief Legal Officer, RIC
• Assistant Secretary,
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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.
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Service Providers
Most of the Trust’sTrusts’ necessary day-to-day operations are performed by separate business organizations under contract to the Trust.Trusts. The principal service providers include:are:
Investment Adviser | ||
Administrator | ||
and Transfer and Dividend Disbursing Agent | ||
Money Managers | Multiple professional discretionary and/or non-discretionary investment management organizations | |
Custodian and Portfolio Accountant | State Street Bank and Trust Company (“State Street”) | |
Distributor | Russell Investments Financial Services, |
Investment Advisory Services.Management Services For a discussion. RIM provides or oversees the provision of all investment advisory and portfolio management services providedfor the Funds.
Each of the Funds pays an advisory fee directly to RIM, billed monthly on a pro rata basis and calculated as a specified percentage of the average daily net assets of each Fund. (See the Prospectuses for the Funds’ annual management percentage rates).
RIM is an indirect, wholly-owned subsidiary of Russell Investments Group, Ltd., through which the limited partners of certain private equity funds affiliated with TA Associates Management, L.P. (“TA Associates”) (the “TA Funds”) indirectly have a majority ownership interest through alternative investment vehicles (the “TA Alternative Investment Vehicles”) and the limited partners of certain private equity funds affiliated with Reverence Capital Partners, L.P. (“Reverence Capital”) (the “Reverence Capital Funds”) indirectly have a significant minority controlling ownership interest through certain Reverence Capital Funds and alternative investment vehicles (the “Reverence Capital Entities”) in RIM and its affiliates(“Russell Investments”). The TA Alternative Investment Vehicles are ultimately controlled by RIMCo, please seeTA Associates Cayman, Ltd., and the discussion under Proposals 1Reverence Capital Entities are ultimately controlled by Milton Berlinski, Alexander Chulack and 2.Peter Aberg. TA Associates is one of the oldest and most experienced global growth private equity firms. Reverence Capital is a private investment firm, focused on investing in leading financial services companies. Members of Russell Investments’ current and former management and private markets firm Hamilton Lane Incorporated’s parent company also hold minority, non-controlling positions in Russell Investments Group, Ltd. RIM’s mailing address is 1301 Second Avenue, 18th Floor, Seattle, WA 98101.
RIM provides or oversees the provision of all investment advisory and portfolio management services for the Funds pursuant to separate Advisory Agreements with
On October 17, 2013, Fred McClure filed a derivative lawsuit against RIMCo on behalf23
each of ten funds:RIC and RIF. For all Funds, other than the Russell Commodity Strategies Fund, Russell Emerging Markets Fund, Russell GlobalRIC Multifactor U.S. Equity Fund, Russell Global InfrastructureRIC Multifactor International Equity Fund, Russell Global Opportunistic Credit Fund, Russell International Developed Markets Fund, Russell Multi-Strategy Alternative Fund, Russell StrategicRIC Multifactor Bond Fund, Russell U.S. Small CapRIC Conservative Strategy Fund, RIC Moderate Strategy Fund, RIC Balanced Strategy Fund, RIC Growth Strategy Fund, RIC Equity Growth Strategy Fund, RIF Moderate Strategy Fund, RIF Balanced Strategy Fund, RIF Growth Strategy Fund and Russell Global Real Estate Securities Fund. The lawsuit,RIF Equity Growth Strategy Fund, subject to the approval of the Funds’ Board, RIM selects, and RIM also oversees and evaluates the performance results of the Funds’ money managers and allocates a portion of Fund assets among multiple money manager investment strategies. RIM may change a Fund’s asset allocation at any time, including not allocating Fund assets to one or more money manager strategies. A money manager may have (1) a discretionary asset management assignment pursuant to which was filed init is allocated a portion of Fund assets to manage directly and selects the United States District Courtindividual portfolio instruments for the Districtassets assigned to it, (2) a non-discretionary assignment pursuant to which it provides a model portfolio to RIM representing its investment recommendations, based upon which RIM purchases and sells securities for a Fund or (3) both a discretionary and non-discretionary assignment. RIM does not evaluate the investment merits of Massachusetts, seeks recovery under Section 36(b)a money manager’s individual security selections or recommendations. Money managers are unaffiliated with RIM. RIM manages Fund assets not allocated to money manager strategies. RIM also manages the portion of Fund assets for which a Fund’s non-discretionary money managers provide model portfolios to RIM and each Fund’s cash balances. RIM may also manage portions of a Fund during transitions between money managers. RIM, as agent for RIC and RIF, pays the money managers’ fees for the Funds, as a fiduciary for the Funds, out of the 1940 Actadvisory fee paid by the Funds to RIM. The remainder of the advisory fee is retained by RIM as compensation for the alleged payment of excessive investment management feesservices described above and to RIMCo. Although this action was purportedly filed on behalf of these ten funds, none of these ten funds are themselves a party to the suit. The plaintiffs seek recovery of the amount of compensation or payments received from these ten funds 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.pay expenses.
AdministratorAdministrator. . RFSC,RIFUS, with the assistance of RIMCoRIM and FRC,its affiliates, provides the Funds with office space, equipment and the personnel necessary to operate and administertheadminister the Funds’ business and to supervise the provision of services by certain third parties such as the custodian. RFSCRIFUS, like the Funds’ distributor, RIFIS, is a wholly-owned subsidiary of RIMCo.RIM (the Funds’ adviser).
Transfer and Dividend Disbursing AgentAgent. . RFSCRIFUS serves as transfer and dividend disbursing agent for the Trust.RIC and RIF. For this service, RFSCRIFUS is paid a fee for transfer agency and dividend disbursing services provided to the Trust. RFSCRIC and RIF. RIFUS retains a portion of this fee for its services provided to the TrustRIC and RIF and pays the balance tounaffiliatedto unaffiliated agents who assist in providing these services. RFSC’sRIFUS’s mailing address is 1301 Second Avenue, 18th18th Floor, Seattle, WA 98101.
Custodian and Portfolio Accountant.Accountant. State Street serves as the custodian and fund accountant for the Trust.RIC and RIF. 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. TheWith respect to RIC and RIF, the mailing address for State Street is One Iron Street, Boston,1 Heritage Drive, North Quincy, MA 02210.02171.
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Distributor. RFSRIFIS serves as the distributor of RIC and RIF Shares. Certain classes of RIC Funds pay for distribution-related services and shareholder services pursuant to RIC’s Rule 12b-1 Distribution Plan and Shareholder Services Plan, respectively. As permitted by RIC’s Rule 12b-1 Distribution Plan and Shareholder Services Plan, the Distributor has entered into arrangements with Selling Agents and Servicing Agents to perform certain distribution and shareholder services for certain classes of RIC. The distribution fees and shareholder services fees paid by the Funds to the Distributor are then paid by the Distributor to these Selling Agents and Servicing Agents. With the exception of Class C1 Shares, the Distributor does not retain any of the distribution fees or shareholder servicing fees paid to it by the Funds. Any amounts that are unable to be paid to the Selling and Servicing Agents are returned to RIC. The Distributor keeps a portion of the front-end sales charge imposed on Class A Shares. Financial Intermediaries receive the remaining amount of the front-end sales charge imposed on Class A Shares and all of the front-end sales charge imposed on Class T Shares and may be deemed to be underwriters of the relevant Fund as defined in the Securities Act of 1933, as amended (“Securities Act”). Financial Intermediaries that sell Class A and Class T Shares may also receive the distribution fee payable under the Funds’ Distribution Plan at an annual rate of up to 0.75% (presently limited to 0.25%) of the average daily net assets represented by the Class A and Class T Shares sold by them. The Distributor receives no compensation from RIF for its services.
The Distributor distributes shares of the Funds continuously, but reserves the right to suspend or discontinue distribution on that basis. The Distributor is not obligated to sell any specific amount of Fund shares. The Distributor is a wholly-owned subsidiary of RIMCoRIM and is the distributor of Trust shares. Its principalits mailing address is 1301 Second Avenue, 18th Floor, Seattle, WA 98101. RFS has entered into a distribution agreement (the “Distribution Agreement”
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (“PwC”) withserves as the Trust pursuant to which RFS distributes sharesIndependent Registered Public Accounting Firm of RIC and RIF. PwC is responsible for performing annual audits of the Funds. The Distribution Agreement will continue for two years from its effective datefinancial statements and is renewable annually thereafter. The Distribution Agreement provides that it may be terminated at any time, without the payment of any penalty as to the Funds: (i) by theTrustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securitiesfinancial highlights of the Funds on at least 60 days’ written noticein accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and providing federal tax return preparation services and other tax compliance services. The mailing address of PwC is 1420 Fifth Avenue, Suite 2800, Seattle, Washington 98101.
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Audit Fees. 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 services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were as follows:
Russell Investment Company | ||||
2019 | $ | 1,546,175 | ||
2020 | $ | 1,686,247 | ||
Russell Investment Funds | ||||
2019 | $ | 295,802 | ||
2020 | $ | 304,678 |
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 RFS. RFS may terminate the Distribution Agreement upon 60 days’ notice,performance of the audit or review of the registrant’s financial statements and are not reported above and the Distribution
Russell Investment Company | Fees | Nature of Services | ||||
2019 | $ | 556,287 | Audit-related tax services | |||
2020 | $ | 628,284 | Audit-related tax and valuation services |
Agreement will terminate automatically
Russell Investment Funds | Fees | Nature of Services | ||||
2019 | $ | 105,597 | Audit-related tax services | |||
2020 | $ | 108,763 | Audit-related tax services |
Tax Fees. The aggregate fees billed in each of the eventlast two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning and the nature of its assignment (as defined in the 1940 Act). The Board has approved a new distribution agreement betweenservices comprising the Trustfees were as follows:
Russell Investment Company | Fees | Nature of Services | ||||
2019 | $ | 453,878 | Tax services | |||
2020 | $ | 470,529 | Tax services |
Russell Investment Funds | Fees | Nature of Services | ||||
2019 | $ | 90,160 | Tax services | |||
2020 | $ | 92,865 | Tax services |
All Other Fees. PwC did not bill the Trusts for other products and RFS to take effect followingservices, other than the Transaction.
Information about payments made to service providers that are affiliates of RIMCo (i.e., RFSC and RFS) duringservices reported above, for the Trusts’ two most recently completed fiscal yearyears.
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Aggregate Non-Audit Fees. There were no non-audit fees billed by PwC for services rendered to the registrant, and to the registrant’s investment adviser (not including any sub-advisor (i.e., money manager) whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the Funds is included inlast two fiscal years of the registrant.
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 F. FollowingB.
The Audit Committee has determined that the Transaction, RFSCprovision by PwC of non-audit services to RIM, and RFS, like RIMCo, will be indirect wholly-owned subsidiariesany entity controlling, controlled by, or under common control with RIM, that were not pre-approved by the Audit Committee was compatible with maintaining the independence of LSEG. It is anticipated that these service providers will continue to providePwC as the services described above if the Post-Transaction Agreement and New Agreement are approved by shareholders.Funds’ principal auditors.
Principal Holders and Ownership by Officers and Trustees
Beneficial Share Ownership. To the knowledge of the Trust,Trusts, no person owned beneficially more than 5% of the outstanding shares of any class of shares of any Fund as of June 30, 2014,May 28, 2021, except as listed inAppendix B.B.
Security Ownership of Officers and Trustees. No officer orThe Trustees, Trustee Nominees and officers of the Trust beneficially ownedTrusts, as a group, own less than 1% of any sharesClass of the Fundsany Fund as of July 3, 2014.May 28, 2021.
Other Matters to Come Beforebefore the Special Meeting
The Trust isTrusts are not aware of any matters that will be presented for action at the meeting other than the mattersmatter 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 Trust.Trusts.
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 TrustTrusts of their desire to receive multiple copies of the reports and proxy statements the Trust sends.Trusts send. If you would like to receive an additional copy, please contact the Trust’s proxy solicitorRussell Investments toll-free at1-888-253-1478. 1-800-787-7354. The TrustTrusts 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. Policy OwnersShareholders wishing to receive separate copies of the Trust’sTrusts’ 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 contact their Insurance Company.financial intermediary.
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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 TrustTrusts at 1301 Second Avenue, 18th Floor, Seattle, WA 98101, who will forward such communication to the Trustees.
Shareholder Information
The Trust,RIC and RIF, as a Massachusetts business trust, istrusts, are not required to hold annual shareholder meetings, but will hold special meetings as required or deemed desirable. Since the Trust doesTrusts do not hold regular meetings of shareholders, the anticipated date of the next shareholdershareholders meeting cannot be provided. Shareholders who wish to present a proposal for action at a future meeting should submit a written proposal to the TrustTrusts 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 TrustTrusts must be received by the TrustTrusts in writing within a reasonable amount of time before the Trust solicitsTrusts solicit 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 shareholders be held for the purpose of considering matters requiring shareholderShareholder approval.
Massachusetts State Law Considerations
Under certain unlikely circumstances, as is the case with any Massachusetts business trust, a shareholder of a Fund may be held personally liable for the obligations of the Fund. The Trust’sRIC’s Fourth Amended and Restated Master Trust Agreement, as amended, (theand RIF’s Third Amended and Restated Master Trust Agreement (collectively, the “Master Trust Agreement”Agreements”), provides each provide that shareholders shall not be subject to any personal liability for the acts or obligations of a Fund and that every written agreement, obligation or other undertaking of the Funds shall contain a provision to the effect that the shareholders are not personally liable thereunder. The Master Trust AgreementAgreements also providesprovide that theeach Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of a Fund and satisfy any judgment thereon. Thus, the risk of any shareholder incurring financial loss beyond his investment on account of shareholder liability is limited to circumstances in which a Fund itself would be unable to meet its obligations.
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INSTRUCTIONS FOR SIGNING PROXY CARDS AND VOTING INSTRUCTION CARDS
The following general rules for signing proxy cards and voting instruction 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(s) or voting instruction card(s) properly.
1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card(s) |
2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card(s) |
3. | Other Accounts: The capacity of the individual signing the proxy |
Corporate Accounts | Valid Signature | |
ABC Corp. | ABC Corp. (by John Doe, Treasurer) | |
ABC Corp. | John Doe, Treasurer | |
ABC Corp. c/o John Doe, Treasurer. | John Doe | |
ABC Corp. Profit Sharing Plan. | John Doe, Trustee | |
Trust Accounts | ||
ABC Trust | Jane B. Doe, Trustee | |
Jane B. Doe, Trustee u/t/d 12/28/78 | Jane B. Doe | |
Custodial or Estate Accounts | ||
John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA | John B. Smith | |
John B. Smith | John B. Smith, Jr., Executor |
YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY, NO MATTER HOW MANY SHARES YOU OWN.
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INDEX OF EXHIBITS AND APPENDICES TO JOINT PROXY STATEMENT
Exhibit A | Audit Committee Charter | Exhibit A-1 | ||||
Exhibit B | Audit and Non-Audit Services Pre-Approval Policy | Exhibit B-1 | ||||
Exhibit C | Nominating and Governance Committee Charter | Exhibit C-1 | ||||
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Form of Investment Advisory Agreement (Post-Transaction Agreement)RUSSELL INVESTMENT COMPANY (“RIC”)
AND
THIS ADVISORY AGREEMENT made this [ ] day of [ ], 2014 between RUSSELL INVESTMENT FUNDS a Massachusetts business trust hereinafter called(“RIF”)
This Audit Committee Charter (the “Charter”) is adopted by the “Trust” and RUSSELL INVESTMENT MANAGEMENT COMPANY, a Washington corporation hereinafter called the “Adviser.”
WHEREAS, the Trust has been organized by and at the expenseBoard of a company affiliated with RIMCo and operates as an investment companyTrustees (the “Board”) of the “series” type registered under theeach of Russell Investment Company Actand Russell Investment Funds (each the “Trust”) on behalf of 1940 (“1940 Act”) for the purpose of investing and reinvesting its assets in portfolios of securities, each of which has distinct investment objectives and policies (each distinct portfolio being referred to herein as a “Sub-Trust”series (the “Funds”), as set forth more fully in its Amended and Restated Master Trust Agreement, its Bylaws and its Registration Statements under the 1940 Act and the Securities Act of 1933, all as heretofore amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance, and facilities of an adviser and to have an adviser perform for it various statistical, research, money manager selection, investment management, and other services; and
WHEREAS, the Adviser is registered as an investment adviser under the Investment Adviser’s Act of 1940 and engages in the business of rendering investment advice, counseling, money manager recommendation, and supervisory services to investment consulting clients; and the Adviser and its affiliated corporations have undertaken the initiative and expense of organizing the Trust in order to have a means to commingle assets for certain investors to have access to and utilize the “Multi-Style, Multi-Manager” method of investment and to provide services to the Trust in consideration of and on the terms and conditions hereinafter set forth;
NOW, THEREFORE, the Trust and the Adviser agree as follows:.
1. | The Audit Committee of the |
2. | The |
(a) | to |
(b) | to oversee the preparation of an audit committee report as required by the United States Securities and Exchange Commission (the “SEC”) to be included in the Trust’s Form N-CSR or any proxy statement, as applicable; |
(c) | to oversee the Trust’s accounting and financial reporting policies and practices and its internal controls; |
(d) | to act as a |
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.
3. | To carry out its purposes, the Committee shall have the following duties and powers: |
(a) | to |
1 | To the extent that the Board |
Exhibit A-1
to pre-approve all permissible non-audit services to be provided to the Trust by the independent auditor; |
to approve, as required, all non-audit services to be provided by the Trust’s independent auditor to the Funds’ investment adviser or to any entity that controls, is controlled by or is under common control with the Funds’ investment adviser and that provides ongoing services to the Funds; |
to |
to |
to receive and |
Exhibit A-2
to discuss with management and the auditors any significant or extraordinary transactions or procedures that are brought to its attention or of |
(h) | ensure that the outside auditor submits at least annually to the Committee an auditors’ report describing the auditor’s quality control procedures, any internal or peer quality control review, any inquiry or investigation of the auditor by governmental or professional authorities and |
to discuss with the auditors any audit-related problems or difficulties and |
(j) | to discuss and |
to review and |
(l) | to consult with the Board, |
(m) |
|
(n) | to |
(o) | to report its activities to the full Board on a regular basis and to make such |
Exhibit A-3
to |
Chief Executive Officer.
4. | The Committee shall meet on a regular basis and is empowered to hold special meetings, as circumstances require, and shall conduct its meetings and take any and all actions in accordance with the provisions of the |
Exhibit A-4
Trust.
5. | The Committee shall oversee the development, establishment and |
Exhibit A-5
6. | The Committee shall, from time to time and as it deems appropriate, meet with the Treasurer of the |
7. | The |
appropriate Fund(s).
Exhibit A-6
8. | The Committee shall evaluate its performance annually. |
The Committee shall review this Charter at least annually and recommend any changes to the full Board.
Dated: December 8, 2020
Exhibit A-7A-4
IN WITNESS WHEREOFEXHIBIT B, the parties hereto have caused this Agreement to be executed, as of the day
RUSSELL INVESTMENT COMPANY
Russell Investment Funds
Audit and year first written above.Non-Audit Services Pre-Approval Policy
Effective Date: August 25, 2020
| I. | Statement of Purpose. |
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Exhibit A-8
FRANK RUSSELL COMPANY agreesThis Audit and Non-Audit Services Pre-Approval Policy (“Policy”) has been adopted by the joint Audit Committee (the “Audit Committee”) of Russell Investment Company (“RIC”) and Russell Investment Funds (“RIF”) to provide consultingapply to any and all engagements of the independent auditor with: (1) RIC and RIF, respectively, for audit and permissible non-audit services without chargeand (2) the Funds’ adviser or its control affiliates (collectively, “Adviser Entities”) for permissible non-audit services that relate directly to the Trust uponFunds’ operations or financial reporting (“fund-related services”).2 The term “Fund” shall collectively refer to each series of RIC and RIF. The term “Investment Adviser” shall refer to the requestFunds’ adviser, Russell Investment Management, LLC (“RIM”). This Policy does not delegate to management the responsibilities set forth herein for the pre-approval of services performed by the Board of Trustees or officers of the Trust, or upon the request of Adviser pursuant to Section 2(C).Funds’ independent auditor.
| II. | Statement of Principles. |
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Exhibit A-9
Form of Investment Advisory Agreement (New Agreement)
THIS ADVISORY AGREEMENT dated this day of , 2014 (this “Agreement”), between RUSSELL INVESTMENT FUNDS, a Massachusetts business trust hereinafter calledUnder the “Trust” and RUSSELL INVESTMENT MANAGEMENT COMPANY, a Washington Corporation hereinafter called the “Adviser.”
WHEREAS, the Trust operates as an investment company of the “series” type registered under the Investment CompanySarbanes-Oxley Act of 1940 (“1940 Act”2002 (the “Act”) forand rules adopted by the purpose of investing and reinvesting its assets in portfolios of securities and other instruments, each of which has distinct investment objectives and policies, as set forth more fully in its Amended and Restated Master Trust Agreement, its bylaws and its registration statements under the 1940 Act and the Securities Act of 1933, all as heretofore amended and supplemented; and the Trust on behalf of each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each such series, a “Fund”) desires to avail itself of the services, information, advice, assistance, and facilities of a manager and to have a manager perform for it various statistical, research, money manager selection, investment management, and other services; and
WHEREAS, the Adviser is principally engaged in the business of rendering investment advisory services and is registered with theUnited States Securities and Exchange Commission (“SEC”(the “SEC”) as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”); and
WHEREAS, the Trust offers sharesAudit Committee of beneficial interestthe Funds’ 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 Funds. As part of these responsibilities, the Audit Committee is required to pre-approve: (1) the audit services and permissible non-audit services, such as audit-related, tax and other services (“Shares”non-audit services”) in its Funds, to be performed by the public; and
WHEREAS, the Trust presently intends to offer Shares of each Fund listed on Exhibit A hereto (as amended from time to time); and
WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust and each ofindependent auditor for the Funds, and (2) the services to be performed by the independent auditor for Adviser is willingEntities that relate directly to so render such services;
NOW, THEREFORE, in considerationthe operations and financial reporting of the premises and mutual covenants hereinafter set forth, it is agreed betweenfund, in each case to assure that the Trust and the Adviser as follows:
1.Appointment of Adviser.
(a) The Trust hereby employs the Adviser to manage the investment and reinvestmentindependence of the Trust’s assetsauditor is not in any way compromised or impaired with respect to the manner set forthFunds. In determining whether an auditor is independent in Section 2light of thisthe services it provides to a Fund or Adviser Entity, there are four guiding principles under the Act and relevant
2 | Adviser Entities include the Funds’ investment adviser (but not a sub-adviser whose role is primarily portfolio management and whose activities are overseen by the principal investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Funds. |
Exhibit B-1
Agreement, subjectSEC rules that must be considered. In general, the independence of the auditor to the directionFunds could be deemed impaired if the auditor has a relationship or provides a service that:
Creates a mutual or conflicting interest between the auditor and the audit client (including the Funds whose financial statements are being audited, as well as affiliates of the Board of Trustees (the “Board”) andFunds covered by relevant SEC rules);
Results in the officersauditor acting as management or an employee of the Trust,audit client;
Places the auditor in the position of auditing its own work; or
Places the accountant in a position of being an advocate for the period, inaudit client.
Accordingly, it is the manner, and onFunds’ policy that the terms hereinafter set forth. The Adviser accepts such appointmentindependent auditor for the compensation hereinFunds must not be engaged to perform any service that contravenes the rules adopted by the SEC governing auditor independence, including the four 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 their independent auditor, whether for audit, audit-related, tax, or other non-audit services, as well as to engagements of the auditor by Adviser Entities for fund-related services.
Rules adopted by the SEC establish two distinct approaches to the pre-approval of auditor services by the Audit Committee. The proposed services either may receive general pre-approval through adoption by the Audit Committee of pre-approval policies and procedures, provided the policies and agreesprocedures are detailed as to render the particular services (e.g., a list of authorized services for the fund, together with a budget of expected costs for those services), the Audit Committee is informed of each service and assumesuch policies and procedures do not include delegation of the obligationsAudit Committee’s responsibilities to management (“general pre-approval”), or specific pre-approval by the Audit Committee of all services provided to the Funds or fund-related services provided to Adviser Entities 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 auditor. The Funds’ Audit and Non-Audit Pre-Approved Services Schedule lists the audit, audit-related, tax and other services (including fund-related services) that have the general pre-approval of the Audit Committee.3 As set forth in this Agreement. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or representPolicy, unless a particular service has received general pre-approval, those services will require specific pre-approval by the Trust inAudit Committee before any way.
(b) In the event that the Trust establishes one or more Funds (other than the current Funds) and desires to retain the Adviser to act as investment adviser for such new Funds, the Trust shall notify the Adviser in writing. If the Adviser is willing to render such services under this Agreement for any new Funds,can be provided by the Adviser shall notify the Trust in writing and such new Funds shall be subjectindependent auditor. Any proposed service to the provisions of this Agreement toFunds or Adviser Entities that exceeds the same extent as the current Funds except to the extent that said provisions (includingpre-approved budget for those relating to the compensation payableservices will also require specific pre-approval by the Trust to the Adviser with respect to any new Funds) are modified with respect to such new Fund in writing by the Trust and the Adviser at that time.appropriate Audit Committee.
2.Duties of Adviser.
(a) Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser:
(i) shall provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as cash;
(ii) shall provide periodic reports to the Board concerning the Adviser’s discharge of its duties and responsibilities under this Agreement as the Board shall reasonably request;
(iii) shall vote, or in accordance with the Adviser’s proxy voting policies, procedures and guidelines cause to be voted, proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board;
(iv) shall, 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 the Adviser as able to provide “best execution” of such orders for the Funds. However, this responsibility shall not be deemed to obligate the Adviser to solicit competitive bids for each
3 | As noted below, the annual audit services engagement terms and fees for the independent auditor for the Funds require specific pre-approval of the Audit Committee. |
Exhibit B-2
transaction. The Adviser agrees that itIn assessing whether a particular audit or non-audit service should be approved, the Audit Committee will not execute any portfolio transactions with a broker or dealer which is an “affiliated person” (as defined in the 1940 Act) of the Adviser except pursuant to the Trust’s Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. “Best execution” shall mean prompt and reliable execution at the most favorable securities price, takingtake into account the ratio between the total amounts paid for audit, audit-related, tax and other provisions hereinafter set forth. Wheneverservices, based on historical patterns, with a view toward assuring that the Adviser places orders,level of fees paid for non-audit services as they relate to the fees paid for audit services does not compromise or directsimpair the placementindependence of orders,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.
III. | Delegation. |
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 any pre-approval decisions to the Audit Committee at its next scheduled meeting.
IV. | Audit Services. |
The annual audit services engagement terms and fees 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,independent auditor for the Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Adviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e)Funds require specific pre-approval of the Securities Exchange Act of 1934, as amended (“1934 Act”), thatAudit Committee. Audit services include the Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that the Adviser 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 the Adviser’s overall responsibilities to the Adviser’s discretionary accounts;
(v) may, on occasions when it deems the purchase or sale of a security orannual financial statement audit and other instrumentprocedures required to be in the best interests of a Fund as well as other fiduciary or agency accounts managedperformed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities or other instruments to be sold or purchasedindependent auditor in order to obtain best execution. In such event, allocationbe 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 securitiesAudit Committee.
In addition to the pre-approval by the Audit Committee of the annual engagement of the independent auditor to perform audit services described above, 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 services are generally related to the issuance of an audit opinion, and may include statutory audits and services associated with the Funds’ SEC registration statement on Form N-1A, periodic reports and documents filed with or information requested by the SEC or other instruments so purchasedregulatory or sold,self-regulatory organizations, or other documents issued in connection with the Funds’ securities offerings.
The audit services engagement terms and fees for the independent auditor for the Funds, as well as the expenses incurred in the transaction, willdescribed above, must be madespecifically pre-approved by the AdviserAudit Committee or its delegate on an annual basis. The Audit Committee has pre-approved the other audit services set forth in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts;
(vi) may execute all documents and agreements with brokers and dealers for the purposes of managing a Fund provided that: (i) the Adviser does not contravene the Prospectus or SAI; (ii) should the Adviser aggregate transactionsSchedule A of the Fund with other client accounts managed by the Adviser, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund;Audit and (iii) Adviser shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected;
(vii) shall make available and provide financial, accounting, and statistical information required by the Trust for the preparation of registration statements, reports, and other documents required by applicable federal and state securities laws, and with such information as the Trust may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the underwriting and distribution of the Trust’s shares;Non-Audit Pre-Approved
Exhibit B-3
(viii)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 or its delegate.
V. | Audit-Related Services. |
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 reporting 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, including reports required to be filed with the SEC pursuant to applicable requirements.
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 or its delegate.
VI. | Tax Services. |
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 its management of each Fund, shall take into account, where possible, anticipated purchases and redemptions of Shares;
(ix) shall provide information and assistance as reasonably requestedany transaction recommended by the other service providersindependent auditor, the sole business purpose of which may be tax avoidance and the Trust in connection with the registrationtax treatment of Shares of each Fund in accordance with applicable state and foreign law securities requirements and regulatory requirements applicable to investors in each Fund;
(x) shall furnish to the Trust or its designees, such statistical information with respect to the assets or investments that a Fund (or portions of any Fund)which may hold or contemplate purchasing as the Board or its designees may reasonably request;
(xi) shall furnish to the Board such periodic and special reports as the Board may reasonably request; and
(xii) shall make available its officers and employees to the Board and officers of the Trust for consultation and discussions regarding the management of the Trust and its investment activities.
(b) The Adviser, in connection with its rights and duties with respect to the Trust:
(i) shall use the same skill and care in the management of the Funds’ portfolios as it uses in the management of other accounts to which it provides investment advisory services, but shall not be obligated to givesupported by the Trust more favorable or preferential treatment vis-a-vis its other clients; and
(ii) shall act in conformity with the Trust’s Amended and Restated Master Trust Agreement, bylaws, registration statement, Prospectus, SAI, any exemptive orders, and written instructions and directions of the Board, and comply with and conform to the requirements of all applicable securities and tax laws and rules, including the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986 (the “Internal Revenue Code”) and all other applicable federal and state laws, regulations and rulings.
(c) The Adviser shall:
(i) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of theUnited States Internal Revenue Code and related regulations or the applicable tax statutes and regulations thereunder;
(ii) discharge the foregoing responsibilities subjectthat apply to the control and supervisionFunds’ investments outside the United States. The Audit Committee will consult with the Treasurer of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund)Funds or outside counsel to determine that the Board may from time to time establish;
(iii) promptly notify the Trust in the event that the Adviser or any of its affiliates: (I) becomes aware that it is subject to a statutory disqualification thatFunds’ tax planning and reporting positions are consistent with this policy.
Exhibit B-4
preventsThe Audit Committee has pre-approved the Advisertax services set forth in Schedule C of the Audit and Non-Audit Pre-Approved Services Schedule. All other tax services not listed in Schedule C of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee or its delegate.
VII. | All Other Services. |
The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from serving as investment adviser pursuant to this Agreement or (II) becomes awareproviding specific non-audit services, that other types of non-audit services are permitted. Accordingly, the Audit Committee believes that it ismay grant general pre-approval to those permissible non-audit services classified as “all other” services that the subjectAudit Committee believes are routine and recurring services, would not impair or compromise the independence of an administrative proceeding or enforcement action by the SEC or other regulatory authority with respect to its services under this Agreement.
(d) In providing investment advisory services to each Fund, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oralauditor and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy.
(e) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers (“Money Managers”); provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Board and approved in a mannerare consistent with the 1940 ActSEC’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 applicable exemptive relief. However, no such delegation shall relieveNon-Audit Pre-Approved Services Schedule. Permissible “all other services” not listed in Schedule D of the AdviserAudit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee or its delegate.
A list of its duties and obligations with respectthe SEC’s prohibited non-audit services are as follows:
Bookkeeping or other services relating to the managementaccounting records or financial statements of each Fund’s assets pursuant to this Agreementthe Funds
Financial information system design and in accordance with applicable law. In the Adviser’s sole discretion, any such Money Manager (i) may have fullimplementation
Appraisal or partialvaluation services, fairness opinions or contribution-in-kind reports
Actuarial services
Internal audit outsourcing services
Management functions
Human resources services
Broker-dealer, investment discretion and may make all determinations with respectadviser or investment banking services
Legal services unrelated to the investment of a Fund’s assets assignedaudit
Expert services unrelated to the Money Manageraudit
The SEC’s rules and relevant official interpretations and guidance should be consulted to determine the scope of these prohibited services and the purchase and saleapplicability of portfolio securities and other instruments with those assets, and such steps asany exceptions to certain of the prohibitions. Under no circumstance may be necessary to implement its decision;an executive, manager or (ii) may be engagedassociate of the Funds, the Investment Adviser or an Adviser Entity authorize the independent auditor for the Funds to provide advice on a non-discretionary basis to the Adviser for use in making investment decisions for a Fund.
Subject to compliance with the 1940 Act and Fund policies and procedures, the Adviser may delegate to a Money Manager the voting of proxies relating to a Fund’s portfolio securities in accordance with the proxy voting policies and procedures of the Fund. If the Adviser expressly directs a Money Manager in writing to vote a proxy in such Money Manager’s discretion, such Money Manager shall vote such proxies solely in the best interests of the Fund’s shareholders and in accordance with applicable state and federal law, statutes, rules and regulations governing the voting of proxies by registered investment advisers, investment companies and fiduciaries. If a Money Manager requests that the Adviser vote a proxy in a specified manner, such request by a Money Manager, which shall not be binding upon Adviser, shall be made solely in accordance with the foregoing standards applicable to such Money Manager’s discretionary voting of proxies. Each such request shall be accompanied by information satisfactory to the Adviser explaining the requested vote which information shall set forth any interest, direct or indirect, of the Money Manager in the outcome of the vote. In connection with each such request, a Money Manager shall be deemed to have made a representation to the Adviser and the Trust that such request has been made in compliance with this Section 2 and that all information provided in connection with such request is accurate and complete in all material respects.prohibited non-audit services.
Exhibit B-5
VIII. | De Minimis Waiver. |
ToIn accordance with the extentAct and SEC regulations, notwithstanding anything in this Policy to the contrary, the pre-approval requirements of this Policy are waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided:
(a) | The aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by RIC or RIF, as applicable, to the independent auditor during the fiscal year in which the services were provided; |
(b) | Such services were not recognized by the Funds at the time of the engagement to be non-audit services requiring pre-approval by the Audit Committee or its delegate; and |
(c) | Such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee or its delegate prior to the completion of the audit, pursuant to the pre-approval provisions of this Policy. |
With respect to the provision of fund-related services to Adviser determines to delegate some or allEntities, the aggregate amount of its duties and obligations under this Agreement to one orservices provided must constitute no more discretionary or non-discretionary Money Managers, the Adviser shall research and evaluate Money Managers and shall advise the Boardthan five percent of the Money Manager(s)total amount of fees paid by RIC or RIF, as applicable, and the relevant Adviser Entities to the independent auditor during the fiscal year in which the Adviser believes are best suited for each Fund; shall monitor and evaluateservices were provided.
In connection with the investment performance, or quality of recommendations, of each Money Manager employed by the Trust; shall determine the portion of each Fund’s assets to be managed by each Money Manager, if applicable; shall recommend changes or additions of Money Managers when appropriate; shall coordinate the investment activities of the Money Managers; and acting as a fiduciary for the Trust shall compensate the Money Managers from the Adviser’s own resources. The Adviser shall not be responsible or liable for the investment meritsapproval of any decision or recommendation by a Money Manager to purchase, hold, or sell a security or other instrument for a Fund.
(f) The Adviser shall treat as confidential and proprietary information regarding each Fund, including each Fund’s records and other information relative to each Fund and its prior, current or potential shareholders. The Adviser shall not use such records and information for any purpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such Fund.
(g) The services of the Adviser hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby.
(h) The Adviser is hereby authorized to utilize the research and other resources of Frank Russell Company (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 investment advisory servicesnon-audit service pursuant to this Agreement. Neither the Adviser nor the Trustde minimis exception, a record shall be obligated to pay any fee to Frank Russell Company for these services.
3.Expensesmade indicating that each of the Trust. It is understood that the Trust will payconditions for this exception has been satisfied.
IX. | Pre-Approval Fee Levels or Budgeted Amounts. |
Pre-approved fee levels or budgeted amounts for all its expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Trust shall include:
(a) Expenses of all audits by independent public accountants;
(b) Expenses of transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services;
(c) Expenses of custodial services including recordkeeping servicesto be provided by the Custodian;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 Funds 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 or its delegate).
Exhibit B-6
X. | Procedures. |
(d) ExpensesAll 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 Clearance Committee” (the “Clearance Committee”) (which shall be comprised of obtaining quotations for calculatingnot less than three members, including the valueTreasurer of the Trust’s net assets;
(e) ExpensesFunds who shall serve as its Chairperson) and must include a detailed description of maintaining each Fund’s tax records;
(f) Salariesthe services to be rendered and other compensationthe 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 Trust’s executive officersindependent auditor and employees, if any, who are not officers, directors, stockholders, or employeesthe Chairperson of the Adviser;
(g) Taxes levied againstClearance Committee that, in their view, the Trust;
(h) Brokerage feesrequest or application does not involve a prohibited non-audit service and commissions in connectionis consistent with the purchaseSEC’s rules governing auditor independence.
Russell Investments’ associates and salethe officers of portfolio securities, instruments or currency forRIC and RIF will report to the Trust;
(i) Costs, including the interest expense, of borrowing money;
(j) Costs and/or fees incident to meetingsChairman of the Trust,Audit Committee any breach of this Policy that comes to the preparation and mailings of prospectuses and reportsattention of the TrustInternal Audit Department or an officer of RIC or RIF.
XI. | Additional Requirements. |
The Audit Committee has determined to take additional measures on an annual basis to meet its shareholders,responsibility to oversee the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities authorities;
(k) Legal fees, including the legal fees related to the registration and continued qualification of the Trust shares for sale;
(l) Costs of printing stock certificates representing shares of the Trust;
(m) Trustees’ fees and expenses to trustees who are not officers, employees, or stockholders of the Adviser or any of its affiliates;
(n) The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums;
(o) Association membership dues; and
(p) Extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations of the Trust to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto.
4.Compensation.
As compensation for the services provided and expenses assumedwork performed by the Adviser under this Agreement,independent auditor and to assure the Trustindependent auditor’s continuing independence from the Funds and their affiliates. Such efforts will arrangeinclude, but not be limited to, reviewing a written annual statement from the independent auditor delineating all relationships between the independent auditor and RIC, RIF, RIM and their subsidiaries and affiliates (including persons in financial reporting oversight roles) that may reasonably be thought to bear on the auditor’s independence, consistent with Public Company Accounting Oversight Board Rule 3526, and discussing with the independent auditor its methods and procedures for each Fund to pay the Adviser 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 opposite eachensuring its independence.
Exhibit B-7
Fund’s name in Exhibit A, attached hereto. EXHIBIT C
RUSSELL INVESTMENT COMPANY (“RIC”)
AND
RUSSELL INVESTMENT FUNDS (“RIF”)
NOMINATING AND GOVERNANCE COMMITTEE CHARTER
Nominating and Governance Committee Membership
The “average daily net assets” of each Fund shall mean the average of the values placed on each Fund’s net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of each Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or, if each Fund lawfully determines the value of its net assets as of some other time on each Business Day (as defined in the Funds’ Prospectus or SAI), as of such other time. The value of net assets of each Fund shall always be determined pursuant to the applicable provisions of the AmendedNominating and Restated Master Trust Agreement, the registration statement and the Fund’s securities valuation procedures. If, pursuant to such provisions, the determination of net asset value is suspended for any particular Business Day, then for the purposes of this Section 4, the value of the net assets of each Fund as last determinedGovernance Committee (the “Committee”) shall be deemed to be the valuecomposed entirely of its net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of each Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the shares of each Fund has been so suspended for a period including any month end when the Adviser’s compensation is payable pursuant to this Section 4, then the Adviser’s compensation payable at the end of such month shall be computed on the basis of the value of the net assets of each Fund as last determined (whether during or prior to such month). If each Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Section 4.
5.Books and Records. The Adviser agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1 under the 1940 Act (other than clause (b)(4) and paragraphs (c), (d) and (e) thereof). The Adviser further agrees that all records which it maintains for the Trust are the property of the Trust and it shall surrender promptly to the Trust any of such records upon the Trust’s request.
6.Liabilities of the Adviser.
(a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder or on the part of the Adviser or its corporate affiliates, the Adviser and its corporate affiliates shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument.
(b) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or the Adviser and its corporate affiliates, from liability in violation of Section 17(h) and (i) of the 1940 Act.
Exhibit B-8
7.Renewal and Termination.
(a) This Agreement shall become effective on and as of [ ], 2014, and shall continue through the period ending two years from such date. For any new Fund for which the Adviser is retained as investment adviser pursuant to Section 1(b) of this Agreement, this Agreement shall become effective on the date such Fund is offered to the public and shall continue in effect as to such Fund for two years from its effective date. In each case, the Agreement is renewable annually thereafter for successive one-year periods (a) by a vote of a majority of the Trustees of the Trust, or (b) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund, and in either case by a majority of the Trustees(“Independent Trustees”) who are not parties to this Agreement or interested“interested” persons of any partiesRussell Investment Company (“RIC”) or Russell Investment Funds (“RIF”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”).
Board Nominations and Functions
1. | The Committee shall identify individuals and make nominations to the RIC and RIF Boards of Trustees (the “Board”) for Trustee membership on the Board. The Committee shall evaluate candidates’ qualifications for Board membership and, in the case of Independent Trustee candidates, their independence from Russell Investment Management, LLC (“RIM”), RIC and RIF’s investment manager, and from sub-advisors to RIC and RIF’s portfolios (“money managers��) and other principal service providers. In evaluating all candidates for membership on the Board, the Committee should consider, among other factors that it may deem relevant: |
whether or not the person is willing and able to commit the time necessary for the performance of the duties of a Trustee;
whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee;
the contribution which the person may be expected to make to the Agreement (other thanBoard and RIC and RIF, with consideration being given to the person’s business and professional experience, board experience, education, diversity and such other factors as Trusteesthe Committee, in its sole judgment, may consider relevant; and
the character and integrity of the Trust), cast inperson.
In evaluating Independent Trustee candidates, the Committee should also consider, among other factors that it may deem relevant:
whether or not the person at a meeting called for purposes of voting on the Agreement; provided, however, that if the shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds.
(b) This Agreement:
(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 the Adviser;
(ii) Shall immediately terminate in the event of its assignment; and
(iii) May be terminated by the Adviser on 60 days’ written notice to the Trust.
(c) As used in this Section 7, the Terms “assignment,”is an “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act.
(d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed postpaid, to the other party at any office of such party.
8.Trade Names and Trademarks. The parties hereto acknowledge that Frank Russell Company has reserved the right to grant the non-exclusive use of the name “Frank Russell,” or any derivative thereof, to any other investment company, investment advisor, distributor or other business enterprise, and to withdraw from the Trust the use of the name “Frank Russell.” In the event that Frank Russell Company should elect to withdraw the use of the name “Frank Russell” from the Trust, the Trust will submit the question of continuing this Agreement to a vote of its Shareholders.
Exhibit B-9
9.Amendment of Agreement. This 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 this Agreement or interested persons (asas defined in the 1940 Act) ofAct;
whether or not the person has any relationships that might impair his or her independence, such party, cast in person at a meeting called for the purpose of voting on such amendment,as any business, financial or family relationships with RIC and to the extent required by the 1940 ActRIF management, RIM, any money manager or any other principal RIC 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.
10.Limitation of Liability. The Amended and Restated Master Trust Agreement dated October 1, 2008, as amended from time to time, establishing the Trust, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name Russell Investment Funds means the Trustees from time to time serving (as Trustees but not personally) under said Master Trust Agreement. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the Shareholders, Trustees, officers, employees,RIF service providers or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Amended and Restated Master Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by the President of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Amended and Restated Master Trust Agreement.
11.Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Washington and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations. Any provision in this Agreement requiring compliance with any statute or regulation shall mean such statute or regulation as amended and in effect from time to time.affiliates;
12.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Exhibit B-10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.
FRANK RUSSELL COMPANY agrees to provide consulting services without charge to the Trust upon the request of the Board of Trustees or officers of the Trust, or upon the request of Adviser pursuant to Section 2(h).
Exhibit A
For the existing fee schedule for the Funds, which will also be the fee schedule under the New Agreement, seeExhibit C to this Proxy Statement.
Exhibit B-11
Investment Advisory Fee Rates
(Identical under the Existing Agreement, Post-Transaction Agreement,
and New Agreement)
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Exhibit C-1
EXHIBIT Dwhether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; and
Investment Advisory Fees Paid
whether or not the selection and nomination of the person would be consistent with the requirements of RIC and RIF’s retirement policies.
After a determination by the Funds
The following chart sets forthCommittee that a person should be selected and nominated as an Independent Trustee, the amount of advisory fees paid byCommittee shall present its recommendation to the Funds to RIMCo (gross of reimbursements and/or waivers), the amount of advisory fees waived and/or amounts reimbursed pursuant to any contractual waiver/reimbursement agreement, and the advisory fees net of any such waivers/reimbursements, in each caseBoard for the fiscal year ended December 31, 2013.its consideration.
Fund | Gross Advisory Fees Paid to RIMCo | Advisory Fees Waived/Amounts Reimbursed by RIMCo | Net Advisory Fees Paid to RIMCo | |||||||||
Multi-Style Equity Fund | $ | 3,177,534 | $ | — | $ | 3,177,534 | ||||||
Aggressive Equity Fund | 1,910,412 | 106,134 | 1,804,278 | |||||||||
Global Real Estate Securities Fund | 5,194,702 | — | 5,194,702 | |||||||||
Non-U.S. Fund | 3,444,343 | 191,352 | 3,252,991 | |||||||||
Core Bond Fund | 3,920,971 | 356,452 | 3,564,519 | |||||||||
Moderate Strategy Fund | 200,153 | 249,674 | — | |||||||||
Balanced Strategy Fund | 559,471 | 589,561 | — | |||||||||
Growth Strategy Fund | 336,076 | 374,026 | — | |||||||||
Equity Growth Strategy Fund | 90,068 | 141,680 | — |
2. | The Committee shall supervise an annual assessment by Trustees, which assessment shall take into account such factors as the Committee may deem appropriate. The results of the assessment shall be summarized and presented to the Board for consideration as to any appropriate actions. |
3. | The Committee shall periodically review the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skill sets from those already on the Board. |
4. | The Committee shall periodically review Independent Trustee compensation and shall recommend any appropriate changes to the Independent Trustees as a group. |
Committee Nominations and Functions
1. | The Committee shall make nominations to the Board for membership on all committees of the Board and shall review committee assignments at least annually. |
2. | The Committee shall review as necessary the responsibilities of any committees of the Board, whether there is a continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized. The Committee shall make recommendations for any such action to the Board. |
Independent Trustee Education
1. | The Committee shall coordinate with Fund management regarding an orientation program for newly-elected Independent Trustees designed to familiarize such Independent Trustees with the business and regulation of registered investment companies generally; the respective roles of RIM, the Board and the Independent Trustees in the business and affairs of RIC and RIF; and such other matters as the Committee, in its sole judgment, shall deem appropriate. |
3. | The Committee shall establish policies and practices with respect to Independent Trustee attendance at industry conferences and events. |
Exhibit D-1C-2
Other Powers and Responsibilities
1. | The Committee shall monitor the performance of legal counsel employed by RIC and RIF and the Independent Trustees, and shall be responsible for the supervision of counsel for the Independent Trustees. |
2. | The Committee has the authority to retain and terminate any search firm used to identify Trustee candidates, including the sole authority to approve the search firm’s fees and other retention terms. |
3. | The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate portfolio(s) of RIC and RIF. |
4. | The Committee may request, and RIC and RIF’s management shall provide, such information and analyses and access to RIC and RIF’s officers, agents, representatives and service providers, including RIM, as shall be reasonably necessary for the Committee to carry out its responsibilities. |
5. | The authority, powers and rights of the Committee as described in this Charter are not intended and shall not operate to reduce, restrict or limit in any manner whatsoever the authority, powers and rights which are granted to the Board and Committees thereof, including the Committee, under RIC’s and RIF’s Master Trust Agreements or Bylaws. In the event of any inconsistency between this Charter and any of such organizational documents, the provisions of the latter shall be given precedence. |
6. | The Committee shall meet at least annually and is empowered to hold special meetings, as circumstances require, and shall conduct its meetings and take any and all actions in accordance with the provisions of the Master Trust Agreement and Bylaws of each Trust. |
7. | The Board initially considered and adopted this Charter on August 20, 2001. The Committee shall review this Charter at least annually and recommend any changes to the Board. |
Dated: December 8, 2020
Exhibit C-3
Date of Existing AgreementFUND SHARES OUTSTANDINGASOF JUNE 30, 2021
The following sets forth the date of the Existing Agreement for each Fund:RUSSELL INVESTMENT COMPANY
Fund | Shares Outstanding on Record Date | ||||
| A | 617,653.311 | |||
Emerging Markets Fund | C | 306,434.075 | |||
Emerging Markets Fund | M | 6,821,478.693 | |||
Emerging Markets Fund | R6 | 13,681.110 | |||
Emerging Markets Fund | S | 46,646,627.094 | |||
Emerging Markets Fund | Y | 4,270,361.656 | |||
Equity Income Fund | A | 715,927.770 | |||
Equity Income Fund | C | 734,505.009 | |||
Equity Income Fund | S | 5,997,200.911 | |||
Equity Income Fund | Y | 637,260.496 | |||
Global Equity Fund | 975,079.647 | ||||
| 451,871.534 | ||||
Global Equity Fund | M | 774,464.158 | |||
Global Equity Fund | S | 12,595,491.843 | |||
Global Equity Fund | Y | 128,644,603.092 | |||
Global Infrastructure Fund | A | 486,125.877 | |||
Global Infrastructure Fund | C | 252,908.913 | |||
Global Infrastructure Fund | M | 829,465.172 | |||
Global Infrastructure Fund | S | 7,482,432.708 | |||
Global Infrastructure Fund | Y | 619,601.798 | |||
Global Real Estate Securities Fund | |||||
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Shareholders of each of Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, and Core Bond Fund last approved the Fund’s advisory agreement with RIMCo on November 19, 1998, in connection with a change of control resulting from Northwestern Mutual’s acquisition of an interest in FRC.
Exhibit E-1
Additional Information about RIMCo and its Affiliates
Ownership Structure of RIMCo (Pre- and Post-Transaction)
Pre-Transaction
RIMCo is a wholly-owned subsidiary of FRC, which is located at 1301 Second Avenue, Seattle, WA 98101. As of December 20, 2013, 92.62% of FRC’s outstanding stock was owned by NM Investment Holdings, LLC (a wholly-owned, nonoperating subsidiary of Northwestern Mutual); 5.27% was owned by Nippon Life Insurance Company; and the remaining percentage was owned by Frank Russell Company Associates. NM Investment Holdings, LLC and Northwestern Mutual are located at 720 East Wisconsin Avenue, Milwaukee, WI 53202.
Post-Transaction
Following the Transaction, RIMCo will continue to be a wholly-owned subsidiary of FRC as described above. FRC will be a direct wholly-owned subsidiary of LSEG US Holdco, Inc., a Delaware corporation with its registered address at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. LSEG US Holdco, Inc. is a direct wholly-owned subsidiary of LSEG, which has its registered address at 10 Paternoster Square, London, EC4M 7LS, United Kingdom.
Principal Executive Officer and Directors of RIMCo
The Principal Executive Officer and Directors of RIMCo are listed below. The address for each individual listed is 1301 Second Avenue, Seattle, WA 98101.
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Exhibit F-1
Other Investment Companies Advised by RIMCo
The following sets forth information about other investment companies advised by RIMCo that may have comparable investment strategies to one or more Funds.
Fund | Net Assets as of August 1, 2014 | Advisory Fee Rate | Waiver/Reduction of Fees? | |||||||
Russell Global Real Estate Securities Fund (a series of Russell Investment Company (“RIC”)) | $ | 1,806,171,898.76 | 0.80 | % | No | |||||
Russell U.S. Core Equity Fund (a series of RIC) | $ | 1,819,276,021.56 | 0.55 | % | No | |||||
Russell International Developed Markets Fund (a series of RIC) | $ | 4,201,898,665.08 | 0.70 | % | No | |||||
Russell U.S. Small Cap Equity Fund (a series of RIC) | $ | 2,337,733,710.71 | 0.70 | % | No | |||||
Russell Strategic Bond Fund (a series of RIC) | $ | 7,309,213,649.10 | 0.50 | % | No | |||||
Moderate Strategy Fund (a series of RIC) | $ | 871,675,329.17 | 0.20 | % | Yes (contractual waiver/reimbursement agreement) | |||||
Balanced Strategy Fund (a series of RIC) | $ | 3,655,585,446.09 | 0.20 | % | Yes (contractual waiver/reimbursement agreement) | |||||
Growth Strategy Fund (a series of RIC) | $ | 2,332,972,810.42 | 0.20 | % | Yes (contractual waiver/reimbursement agreement) | |||||
Equity Growth Strategy Fund (a series of RIC) | $ | 973,751,801.12 | 0.20 | % | Yes (contractual waiver/reimbursement agreement) |
Exhibit F-2
Commissions Paid to Brokers Affiliated with RIMCo
Gross brokerage commissions received by broker/dealers that were affiliated with RIMCo or the relevant Money Managers for the fiscal year ended December 31, 2013 from portfolio transactions effected for the Funds were as follows:
Fund Name | RIMCo/Money Manager | Affiliated Broker | 2013 Total (USD) | Percent of Fund’s Commission | Percent of Fund’s Principal | |||||||||||
Multi-Style Equity Fund |
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RIMCo | ||||||||||||||||
Russell Implementation Services, Inc. | 2,513 | 0.679 | % | 0.674 | % | |||||||||||
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Total: | 2,513 | 0.679 | % | 0.674 | % | |||||||||||
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Non-U.S. Fund |
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Pzena Investment Management, LLC | ||||||||||||||||
Russell Implementation Services, Inc. | 590 | 0.213 | % | 0.049 | % | |||||||||||
RIMCo | ||||||||||||||||
Russell Implementation Services, Inc. | 17,247 | 6.238 | % | 5.202 | % | |||||||||||
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Total: | 17,837 | 6.451 | % | 5.251 | % | |||||||||||
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Global Real Estate Securities Fund | ||||||||||||||||
RIMCo | ||||||||||||||||
Russell Implementation Services, Inc. | 40,762 | 4.043 | % | 4.703 | % | |||||||||||
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Total: | 40,762 | 4.043 | % | 4.703 | % |
Exhibit F-3
Fees Paid by the Funds to Affiliates of RIMCo
RFSC
The following chart sets forth the amount of administrative fees paid by the Funds to RFSC (gross of reimbursements and/or waivers) for the fiscal year ended December 31, 2013. There were no amounts waived or reimbursed by RFSC for the fiscal year ended December 31, 2013.
Fund | Gross Administrative Fees Paid to RFSC | |||
Multi-Style Equity Fund | $ | 217,605 | ||
Aggressive Equity Fund | 106,117 | |||
Global Real Estate Securities Fund | 324,613 | |||
Non-U.S. Fund | 191,320 | |||
Core Bond Fund | 356,391 | |||
Moderate Strategy Fund | 50,030 | |||
Balanced Strategy Fund | 139,844 | |||
Growth Strategy Fund | 84,006 | |||
Equity Growth Strategy Fund | 22,513 |
The following chart sets forth the amount of transfer agency fees paid by the Funds to RFSC (gross of reimbursements and/or waivers) for the fiscal year ended December 31, 2013. There were no amounts waived or reimbursed by RFSC for the fiscal year ended December 31, 2013.
Fund | Gross Transfer Agency Fees Paid to RFSC | |||
Multi-Style Equity Fund | $ | 19,152 | ||
Aggressive Equity Fund | 9,340 | |||
Global Real Estate Securities Fund | 28,571 | |||
Non-U.S. Fund | 16,839 | |||
Core Bond Fund | 31,368 | |||
Moderate Strategy Fund | 4,403 | |||
Balanced Strategy Fund | 12,308 | |||
Growth Strategy Fund | 7,394 | |||
Equity Growth Strategy Fund | 1,981 |
RFS
RFS receives no compensation for its services as the Funds’ distributor.
Exhibit F-4
EXHIBIT G
Approval of Existing Agreement
All Funds (Except Funds of Funds)
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Trustees (the “Board”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Trustees”) voting separately, approve the continuation of the advisory agreements with RIMCo (the “RIMCo Agreements”) and the portfolio management contract with each Money Manager of the Funds (collectively, the “portfolio management contracts”) on at least an annual basis and that the terms and conditions of each RIMCo Agreement and the terms and conditions of each portfolio management contract provide for its termination if continuation is not approved annually. The Board, including all of the Independent Trustees, considered and approved the continuation of the RIMCo Agreements and the portfolio management contracts at a meeting held in person on May 19-20, 2014 (the “Agreement Evaluation Meeting”). During the course of a year, the Trustees receive a wide variety of materials regarding, among other things, the investment performance of the Funds, sales and redemptions of the Funds’ shares, management of the Funds and other services provided by RIMCo and compliance with applicable regulatory requirements. In preparation for the annual review, the Independent Trustees, with the advice and assistance of their independent counsel (“Independent Counsel”), also requested and the Board considered (1) information and reports prepared by RIMCo relating to the services provided by RIMCo (and its affiliates) to the Funds; (2) information and reports prepared by RIMCo relating to the profitability of each Fund to RIMCo; and (3) information (the “Third-Party Information”) received from an independent, nationally recognized provider of investment company information comparing the performance of each of the Funds and its respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by the provider to be generally comparable in investment objectives to the Funds. In the case of each Fund, its other peer funds are collectively hereinafter referred to as the Fund’s “Comparable Funds,” and, with the Fund, such Comparable Funds are collectively hereinafter referred to as the Fund’s “Performance Universe” in the case of performance comparisons and the Fund’s “Expense Universe” in the case of operating expense comparisons. In the case of certain, but not all, Funds, the Third-Party Information reflected changes in the Comparable Funds requested by RIMCo, which changes were noted in the Third-Party Information. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its evaluations of the RIMCo Agreements and portfolio management contracts are collectively called the “Agreement Evaluation Information.” The Trustees’ evaluations also reflected the knowledge and familiarity gained as Board members of the Funds and the other RIMCo-managed funds for which the Board has supervisory responsibility (“Other Russell Funds”) with respect
Exhibit G-1
to services provided by RIMCo, RIMCo’s affiliates and each Money Manager. The Trustees received a memorandum from counsel to the Funds (“Fund Counsel”) discussing the legal standards for their consideration of the continuations of the RIMCo Agreements and the portfolio management contracts, and the Independent Trustees separately received a memorandum regarding their responsibilities from Independent Counsel.
At a meeting held in person on April 29, 2014 (the “Information Review Meeting,” and together with the Agreement Evaluation Meeting, the “Meetings”), the Independent Trustees in preparation for the Agreement Evaluation Meeting met first with representatives of RIMCo and then in a private session with Independent Counsel at which no representatives of RIMCo or the Funds’ management were present to review the Agreement Evaluation Information received to that date and, on the basis of that review, requested additional Agreement Evaluation Information. At the Agreement Evaluation Meeting, the Independent Trustees again met in person in a private session with Independent Counsel to review additional Agreement Evaluation Information received to that date. At the Agreement Evaluation Meeting, the Board, including the Independent Trustees, considered the proposed continuance of the RIMCo Agreements and the portfolio management contracts with RIMCo, Fund management, Independent Counsel and Fund Counsel. Presentations made by RIMCo at the Meetings as part of this review encompassed the Funds and all Other Russell Funds. Information received by the Board, including the Independent Trustees, at the Meetings is included in the Agreement Evaluation Information. Prior to voting at the Agreement Evaluation Meeting, the non-management members of the Board, including the Independent Trustees, met in executive session with Independent Counsel to consider additional Agreement Evaluation Information received from RIMCo and management at the Agreement Evaluation Meeting. The discussion below reflects all of these reviews.
In evaluating the portfolio management contracts, the Board considered that each of the Funds employs a manager-of-managers method of investment and RIMCo’s advice that the Funds, in employing a manager-of-managers method of investment, operate in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an investment advisory fee is paid by the investment company to its adviser which, in turn, employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser’s style and investment philosophy. RIMCo has engaged multiple unaffiliated Money Managers for all Funds. A Money Manager may have (1) a discretionary asset management assignment pursuant to which it is allocated a portion of a Fund’s assets to manage directly in its discretion; (2) a non-discretionary assignment pursuant to which it provides a model portfolio to RIMCo representing its investment recommendations, based upon which RIMCo purchases and sells securities for a Fund; or (3) both a discretionary and a non-discretionary assignment.
Exhibit G-2
The Board considered that RIMCo (rather than any Money Manager) is responsible under the RIMCo Agreements for determining, implementing and maintaining the investment program for each Fund. Assets of each Fund generally have been allocated among the multiple discretionary Money Managers selected by RIMCo, subject to Board approval, for that Fund. RIMCo manages the investment of each Fund’s cash and also may manage directly any portion of each Fund’s assets that RIMCo determines not to allocate to the discretionary Money Managers and portions of a Fund during transitions between Money Managers. RIMCo also may manage portions of a Fund based upon model portfolios provided by non-discretionary Money Managers. In all cases, Fund assets are managed directly by RIMCo pursuant to authority provided by the RIMCo Agreements.
RIMCo is responsible for selecting, subject to Board approval, Money Managers for each Fund and for actively managing allocations and reallocations of its assets among the Money Managers or their strategies and RIMCo itself. The Board has been advised that RIMCo’s goal with respect to the Funds is to construct and manage diversified portfolios in a risk-aware manner. Each discretionary Money Manager for a Fund in effect performs the function of an individual portfolio manager who is responsible for selecting portfolio securities for the portion of the Fund assigned to it by RIMCo (each, a “segment”) in accordance with the Fund’s applicable investment objective, policies and restrictions, any constraints placed by RIMCo upon their selection of portfolio securities and the Money Manager’s specified role in a Fund. For each Fund, RIMCo is responsible for, among other things, communicating performance expectations to each Money Manager; supervising compliance by each Money Manager with each Fund’s investment objective and policies; authorizing Money Managers to engage in or provide recommendations with respect to certain investment strategies for a Fund; and recommending annually to the Board whether portfolio management contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of portfolio management contracts, RIMCo is responsible for recommending to the Board additions of new Money Managers or replacements of existing Money Managers at any time when, based on RIMCo’s research and ongoing review and analysis, such actions are appropriate. RIMCo may impose specific investment or strategy constraints from time to time for each Money Manager intended to capitalize on the strengths of that Money Manager or to coordinate the investment activities of Money Managers for the Fund in a complementary manner. Therefore, RIMCo’s selection of Money Managers is made not only on the basis of performance considerations but also on the basis of anticipated compatibility with other Money Managers in the same Fund. In light of the foregoing, the overall performance of each Fund over appropriate periods has reflected, in great part, the performance of RIMCo in designing the Fund’s investment program, structuring the Fund, selecting an effective Money Manager with a particular investment style or sub-style for a segment that is complementary to the styles of the Money Managers of other Fund segments, and allocating assets among the Money Managers or their strategies in a manner designed to achieve the objectives of the Fund.
Exhibit G-3
The Board considered that the prospectuses for the Funds and other public disclosures emphasize to investors RIMCo’s role as the principal investment manager for each Fund, rather than the investment selection role of the Funds’ Money Managers, and describe the manner in which the Funds operate so that investors may take that information into account when deciding to purchase shares of any Fund. The Board further considered that Fund investors in pursuing their investment goals and objectives likely purchased their shares on the basis of this information and RIMCo’s reputation for and performance record in managing the Funds’ manager-of-managers structure.
The Board also considered the demands and complexity of managing the Funds pursuant to the manager-of-managers structure, the special expertise of RIMCo with respect to the manager-of-managers structure of the Funds and the likelihood that, at the current expense ratio of each Fund, there would be no acceptable alternative investment managers to replace RIMCo on comparable terms given the need to continue the manager-of-managers strategy of such Fund selected by shareholders in purchasing their shares.
In addition to these general factors relating to the manager-of-managers structure of the Funds, the Trustees considered, with respect to each Fund, various specific factors in evaluating renewal of the RIMCo Agreements, including the following:
In evaluating the nature, scope and overall quality of the investment management and other services provided, and which are expected to be provided, to the Funds, including Fund portfolio management services, the Board discussed with senior representatives of RIMCo the impact on the Funds’ operations of changes in RIMCo’s senior management and other personnel providing investment management
Exhibit G-4
and other services to the Funds during the past year. The Board was not advised of any expected diminution in the nature, scope or quality of the investment advisory or other services provided to the Funds from such changes. The Board also discussed the impact of organizational changes on the compliance programs of the Funds and RIMCo with the Funds’ Chief Compliance Officer (the “CCO”) and received assurances from the CCO that such changes have not resulted in any diminution in the scope and quality of the Funds’ compliance programs.
RIMCo is a wholly owned subsidiary of Frank Russell Company (“FRC”). FRC, in turn, is an indirect majority-owned subsidiary of The Northwestern Mutual Life Insurance Company (“NM”). Prior to the Information Review Meeting, NM publicly announced its intention to evaluate strategic alternatives for its majority interest in FRC. RIMCo advised the Board that this review could result in a transaction (“Transaction”) causing a change of control of RIMCo. At the Information Review Meeting, the Board was advised by RIMCo that an unspecified number of parties had expressed an interest in a Transaction with NM but, to RIMCo’s knowledge, no formal proposals had been received to the date of the Information Review Meeting. RIMCo, however, expected that proposals from one or more unidentified parties would be received shortly. RIMCo expressed its belief that any Transaction would not affect the activities of RIMCo in respect of the Funds or the structure of the Funds. However, the Board received no assurances in this regard directly from NM. Any Transaction would result, among other things, in an assignment and termination of the RIMCo Agreements, as required by the 1940 Act and by the terms and conditions of the RIMCo Agreements. In the event of a Transaction, the Board would be required to consider the approval of the terms and conditions of a replacement agreement (“Replacement Management Agreement”) for the RIMCo Agreements and thereafter to submit the Replacement Management Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. At the Agreement Evaluation Meeting, the Board was advised by RIMCo that NM had entered into exclusive discussions with London Stock Exchange Group plc (“LSEG”) regarding a possible Transaction. At both of the Meetings, the Board discussed with RIMCo the need to assure continuity of services required for the Funds’ operations.
As noted above, RIMCo, in addition to managing the investment of each Fund’s cash, may directly manage a portion of certain Funds (the “Participating Funds”) pursuant to the RIMCo Agreements, the actual allocation being determined from time to time by the Participating Funds’ RIMCo portfolio manager. Beginning in 2012, RIMCo implemented a strategy of managing a portion of the assets of the Participating Funds to modify such Funds’ overall portfolio characteristics by investing in securities or other instruments that RIMCo believes will achieve the desired risk/return profiles for such Funds. RIMCo monitors and assesses Fund characteristics, including risk, using a variety of measurements, such as tracking error, and may seek to manage Fund characteristics consistent with the Funds’ investment objectives and strategies. For U.S. equity Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size,
Exhibit G-5
industry or sector). For non-U.S. equity, global infrastructure and global real estate Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector or region). For fixed-income and alternative Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as sector, industry, currency, credit or mortgage exposure or country risk, yield curve positioning, or interest rates). For all Funds, fund characteristics may be managed to offset undesired relative over or underweights in order to seek to achieve the desired risk/return profile for each Fund. RIMCo may use an index replication or sampling strategy by selecting an index which represents the desired exposure, or may utilize quantitative or qualitative analysis or quantitative models designed to assess Fund characteristics and identify a portfolio which provides the desired exposure. Based on this, for the portion of a Fund’s assets directly managed by RIMCo, RIMCo may invest in common stocks, exchange-traded funds, exchange-traded notes, REITs, short-term investments and/or derivatives, including futures, forwards, options and/or swaps, in order to seek to achieve the desired risk/return profile for the Fund. Derivatives may be used to take long or short positions. In addition, RIMCo may choose to use the cash equitization process to manage Fund characteristics in order to seek to achieve the desired risk/return profile for the Fund. RIMCo also may manage Fund assets directly to effect a Fund’s investment strategies. RIMCo’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” RIMCo also may reallocate Fund assets among Money Managers, increase Fund cash reserves or determine not to be fully invested. RIMCo’s Direct Management Services generally are not intended to be a primary driver of the Funds’ investment results, although the services may have a positive or negative impact on investment results, but rather are intended to enhance incrementally the ability of Funds to carry out their investment programs. At the Meetings, RIMCo advised the Board of a likely expansion of its Direct Management Services. In connection with this expansion, RIMCo stated that it may provide Direct Management Services to additional Funds and expected that a larger portion of certain Funds may be managed directly by RIMCo pursuant to the Direct Management Services. Additional Funds to be managed pursuant to the Direct Management Services may include some or all fixed income Funds. The Board considered that during the period, and to the extent that RIMCo employs its Direct Management Services other than via the cash equitization process in respect of Participating Funds, RIMCo is not required to pay investment advisory fees to a Money Manager with respect to assets that are directly managed and that the profits derived by RIMCo generally and from the Participating Funds consequently may be increased incrementally, although RIMCo may incur additional costs in providing Direct Management Services. The Board, however, also considered the potential benefits of the Direct Management Services to Participating Funds; the limited amount of assets that to the date of the Meetings were being managed directly by RIMCo pursuant to the Direct Management Services; and the fact that the aggregate Advisory Fees paid by the Participating Funds are not increased as a result of RIMCo’s direct management of Fund assets as part of the Direct Management Services or otherwise.
Exhibit G-6
In evaluating the reasonableness of the Funds’ Advisory Fees in light of Fund performance, the Board considered that, in the Agreement Evaluation Information and at past meetings, RIMCo noted differences between the investment strategies of certain Funds and their respective Comparable Funds in pursuing their investment objectives. The Board noted RIMCo’s further past advice that the strategies pursued by the Funds, among other things, are intended to result in less volatile, more moderate returns relative to each Fund’s performance benchmark rather than more volatile, more extreme returns that its Comparable Funds may experience over time.
The Third-Party Information included, among other things, comparisons of the Funds’ Advisory Fees with the investment advisory fees of their Comparable Funds on an actual basis (i.e., giving effect to any voluntary fee waivers implemented by RIMCo and the advisers to such Fund’s Comparable Funds). The Third-Party Information, among other things, showed that each Fund had an Advisory Fee which, compared with its Comparable Funds’ investment advisory fees on an actual basis, was ranked in the fourth quintile of its Expense Universe for that expense component. In these rankings, the first quintile represents funds with the lowest investment advisory fees among funds in the Expense Universe and the fifth quintile represents funds with the highest investment advisory fees among the Expense Universe funds. The comparisons were based upon the latest fiscal years for the Expense Universe funds. The Board considered that the actual Advisory Fee for each of the RIF Aggressive Equity Fund, RIF Non-U.S. Fund and RIF Core Bond Fund was less than 5 basis points from the third quintile of its Expense Universe. The Board further considered RIMCo’s explanation of the reasons for the Funds’ actual Advisory Fee rankings and its belief that the Funds’ Advisory Fees are fair and reasonable under the circumstances, notwithstanding such comparisons. Among other things, RIMCo noted that meaningful comparisons of investment advisory fees between funds affiliated with insurance companies issuing variable annuity and life policies and non-affiliated funds, such as the Funds, are difficult as insurance companies may allocate fees between the investment policies and their underlying funds. The Board determined that it would continue to monitor the Funds’ Advisory Fees against the Funds’ Comparable Funds’ investment advisory fees.
In discussing the Funds’ Advisory Fees generally, RIMCo noted, among other things, that its Advisory Fees for the Funds encompass services that may not be provided by investment advisers to the Funds’ Comparable Funds, such as cash equitization and management of portfolio transition costs when Money Managers are added, terminated or replaced. RIMCo also observed that its “margins” in providing investment advisory services to the Funds tend to be lower than competitors’ margins because of the demands and complexities of managing the Funds’ manager-of-managers structure, including RIMCo’s payment of a significant portion of the Funds’ Advisory Fees to their Money Managers. RIMCo expressed the view that Advisory Fees should be considered in the context of a Fund’s total expense ratio to obtain a complete picture. The Board, however, considered each Fund’s Advisory Fee on both a standalone basis and in the context of the Fund’s total expense ratio.
Exhibit G-7
With respect to the RIF Global Real Estate Securities Fund, RIMCo noted that the Third-Party Information, to assure that the Fund’s Expense Universe was large enough, included both global and U.S. real estate funds in the Expense Universe. According to RIMCo, U.S. real estate funds generally have lower investment advisory fees, which lower the Expense Universe advisory fee median.
Based upon information provided by RIMCo, the Board considered for each Fund whether economies of scale have been realized and whether the Advisory Fee for such Fund appropriately reflects or should be revised to reflect any such economies. The Funds are distributed exclusively through variable annuity and variable life insurance contracts issued by insurance companies. Currently, the Funds are made available to holders of such insurance policies (“Insurance Contract Holders”) by two insurance companies. At the Meetings, RIMCo advised the Board that it does not expect that additional insurance companies will make the Funds available to their variable annuity or variable life insurance policyholders in the near or long term because of a declining interest by the insurance companies generally in variable insurance trusts, such as the Funds, as investment vehicles supporting their products. Notwithstanding this expectation, RIMCo expressed its belief that the Funds will remain viable in light of their cash inflows from current participating insurance companies. The Board considered, among other things, the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Funds, including the variability of Money Manager investment advisory fees.
As noted above, the Board at the Information Review Meeting was advised by RIMCo of NM’s intent to evaluate strategic alternatives for its majority interest in FRC, and at the Agreement Evaluation Meeting was advised by RIMCo that NM had entered into exclusive discussions with LSEG regarding a possible Transaction. NM is one of the two insurance companies making the Funds available to their Insurance Contract Holders. At the Information Review Meeting, RIMCo expressed its belief that NM would continue to make the Funds available to its Insurance Contract Holders in the event of a Transaction. However, the Board received no direct assurances in this regard directly from NM. If NM were to discontinue its participation in the Funds, the Board considered that it is unlikely that the Funds would remain viable.
The Board also considered, as a general matter, that fees payable to RIMCo by institutional clients with investment objectives similar to those of the Funds and Other Russell Funds are lower, and, in some cases, may be substantially lower, than the rates paid by the Funds and Other Russell Funds. The Trustees considered the differences in the nature and scope of services RIMCo provides to institutional clients and the Funds. RIMCo explained, among other things, that institutional clients have fewer compliance, administrative and other needs than the Funds.
Exhibit G-8
RIMCo also noted that since the Funds must constantly issue and redeem their shares, they are more difficult to manage than institutional accounts, where assets are relatively stable. In addition, RIMCo noted that the Funds are subject to heightened regulatory requirements relative to institutional clients. The Board noted that RIMCo provides office space and facilities to the Funds and all of the Funds’ officers. Accordingly, the Trustees concluded that the services provided to the Funds are sufficiently different from the services provided to the other clients that comparisons are not probative and should not be given significant weight.
With respect to the Funds’ total expenses, the Third-Party Information showed that the total expenses for the RIF Multi-Style Equity Fund ranked in the third quintile of its Expense Universe. The total expenses for each of the other Funds ranked in the second quintile of its Expense Universe. In these rankings, the first quintile represents the funds with the lowest total expenses among funds in the Expense Universe and the fifth quintile represents funds with the highest total expenses among the Expense Universe funds.
On the basis of the Agreement Evaluation Information, and other information previously received by the Board from RIMCo during the course of the current year or prior years, or presented at or in connection with the Meetings by RIMCo, the Board, in respect of each Fund, found, after giving effect to any applicable waivers and/or reimbursements and considering any differences in the composition and investment strategies of its respective Comparable Funds, (1) the Advisory Fee charged by RIMCo was reasonable in light of the nature, scope and overall quality of the investment management and other services provided, and expected to be provided, to the Fund; (2) the relative expense ratio of the Fund either was comparable to those of its Comparable Funds or RIMCo had provided an explanation satisfactory to the Board as to why the relative expense ratio was not comparable to those of its Comparable Funds; (3) RIMCo’s methodology of allocating expenses of operating funds in the complex was reasonable; (4) other benefits and fees received by RIMCo or its affiliates from the Fund were not excessive; (5) RIMCo’s profitability with respect to the Fund was not excessive in light of the nature, scope and overall quality of the investment management and other services provided by RIMCo; and (6) the Advisory Fee charged by RIMCo appropriately reflects any economies of scale realized by such Fund in light of various factors, including the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Fund, including the variability of Money Manager investment advisory fees as well as the possible discontinuation of NM’s participation in the Funds.
The Board concluded that, under the circumstances and based on RIMCo’s performance information and reviews for each Fund, the performance of each of the Funds would be consistent with continuation of its RIMCo Agreement. The Board, in assessing the Funds’ performance, focused upon each Fund’s performance for the
Exhibit G-9
3-year period ended December 31, 2013 as most relevant but also considered Fund performance for the 1- and 5-year periods ended such date. In reviewing the Funds’ performance generally, the Board took into consideration various steps taken by RIMCo beginning in 2012 to enhance the performance of certain Funds, including changes in Money Managers, and, in the case of Participating Funds, RIMCo’s implementation of its Direct Management Services, which may not yet be fully reflected in Fund investment results.
With respect to the RIF Core Bond Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for the 3-year period ended December 31, 2013 and was ranked in the third quintile for each of the 1- and 5-year periods ended such date. RIMCo noted that the Fund’s relative underperformance for the 3-year period was largely attributable to the Fund’s meaningfully lower exposure to lower credit quality securities, which rallied during the period. RIMCo noted that the Fund outperformed its benchmark for the same period.
With respect to the RIF Non-U.S. Fund, the Third-Party Information showed that the Fund’s performance for the 1- and 3-year periods ended December 31, 2013 was ranked in the second and third quintiles, respectively, of its Performance Universe and ranked in the fourth quintile of the Performance Universe for the 5-year period ended such date. RIMCo noted that the Fund outperformed its benchmark over the 3-year period.
In evaluating performance, the Board considered each Fund’s absolute performance and performance relative to appropriate benchmarks and indices in addition to such Fund’s performance relative to its Comparable Funds. In assessing the Funds’ performance relative to their Comparable Funds or benchmarks or in absolute terms, the Board also considered RIMCo’s stated investment strategy of managing the Funds in a risk-aware manner. The Board also considered the Money Manager changes that have been made since 2012 and that the performance of Money Managers continues to impact Fund performance for periods prior and subsequent to their termination, and that any incremental positive or negative impact of the Direct Management Services, which continue to evolve in nature and scope, was not yet fully reflected in the Fund’s investment results. Lastly, the Board considered potential new strategies discussed at the Meetings and prior Board meetings that may be employed by RIMCo in respect of certain Funds.
After considering the foregoing and other relevant factors, the Board concluded in respect of each Fund that continuation of its RIMCo Agreement would be in the best interests of such Fund and its shareholders and voted to approve the continuation of each RIMCo Agreement.
At the Meetings, with respect to the evaluation of the terms of portfolio management contracts with Money Managers, the Board received and considered information
Exhibit G-10
from RIMCo reporting, among other things, for each Money Manager, the Money Manager’s performance over various periods; RIMCo’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Funds’ underwriter; and RIMCo’s recommendation to retain the Money Manager at the current fee rate, to retain the Money Manager at a reduced fee rate or to terminate the Money Manager. The Board received reports during the course of the year from the Funds’ CCO regarding her assessments of Money Manager compliance programs and any compliance issues. RIMCo did not identify any benefits received by Money Managers or their affiliates as a result of their relationships with the Funds other than benefits from their soft dollar arrangements. The Agreement Evaluation Information described, and at the Meetings the Funds’ CCO discussed, oversight of Money Manager soft dollar arrangements. The Agreement Evaluation Information expressed RIMCo’s belief that, based upon certifications from Money Managers and pre-hire and ongoing reviews of Money Manager soft dollar arrangements, policies and procedures, the Money Managers’ soft dollar arrangements, policies and procedures are consistent with applicable legal standards and with disclosures made by Money Managers in their investment adviser registration statements filed with the Securities and Exchange Commission and by the Funds in their registration statements. The Board was advised that, in the case of Money Managers using soft dollar arrangements, the CCO monitors, among other things, the commissions paid by the Funds and percentage of Fund transactions effected pursuant to the soft dollar arrangements, as well as the products or services purchased by the Money Managers with soft dollars generated by Fund portfolio transactions. The CCO and RIMCo do not obtain, and the Agreement Evaluation Information therefore did not include, information regarding the value of soft dollar benefits derived by Money Managers from Fund portfolio transactions. At the Agreement Evaluation Meeting, RIMCo noted that it planned to recommend termination of certain Money Managers to the Board at the May 2014 meeting. RIMCo recommended that each of the other Money Managers be retained at its current or a reduced fee rate. In doing so, RIMCo, as it has in the past, advised the Board that it does not regard Money Manager profitability as relevant to its evaluation of the portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo is aware of the standard fee rates charged by Money Managers to other clients; and RIMCo believes that the fees agreed upon with Money Managers are reasonable in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIMCo’s explanation of the relevance of Money Manager profitability in light of RIMCo’s belief that such fees are reasonable; the Board’s findings as to the reasonableness of the Advisory Fee paid by each Fund; and the fact that each Money Manager’s fee is paid by RIMCo.
Based substantially upon RIMCo’s recommendations, together with the Agreement Evaluation Information, the Board concluded that the fees paid to the Money Managers of each Fund are reasonable in light of the quality of the investment
Exhibit G-11
advisory services provided and that continuation of the portfolio management contract with each Money Manager of each Fund would be in the best interests of the Fund and its shareholders.
In their deliberations, the Trustees did not identify any particular information as to the RIMCo Agreements or, other than RIMCo’s recommendation, the portfolio management contract with any Money Manager 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.
Subsequent to the Agreement Evaluation Meeting, the Board received a proposal from RIMCo at a meeting held on May 20, 2014 to effect Money Manager changes for the Multi-Style Equity Fund and Global Real Estate Securities Fund, and at that same meeting to effect a Money Manager change for the Aggressive Equity Fund resulting from a Money Manager change of control for one of the Fund’s Money Managers. In the case of each proposed change, the Trustees approved the terms of the proposed portfolio management contract based upon RIMCo’s recommendation to hire the Money Manager at the proposed fee rate; information as to reason for the proposed change; information as to the Money Manager’s role in the management of the Fund’s investment portfolio (including the amount of Fund assets to be allocated to the Money Manager) and RIMCo’s evaluation of the anticipated quality of the investment advisory services to be provided by the Money Manager; information as to any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Fund’s underwriter; the CCO’s evaluation of the Money Manager’s compliance program, policies and procedures, and certification that they were consistent with applicable legal standards; RIMCo’s explanation as to the lack of relevance of Money Manager profitability to the evaluation of portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo’s awareness of the standard fee rates charged by the Money Manager to other clients; RIMCo’s belief that the proposed investment advisory fees would be reasonable in light of the anticipated quality of investment advisory services to be rendered; the increase or decrease in aggregate Money Manager fees to be paid by RIMCo from its Advisory Fee as a result of the engagement of the Money Manager; and the expected costs of transitioning Fund assets to the Money Manager. The Trustees also considered their findings at the Agreement Evaluation Meeting as to the reasonableness of the aggregate Advisory Fees paid by the Funds, and the fact that the aggregate Advisory Fes paid by the Funds would not increase as a result of the implementation of the proposed Money Manager changes because the Money Managers’ investment advisory fees are paid by RIMCo.
Exhibit G-12
Funds of Funds
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Trustees (the “Board”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Trustees”) voting separately, approve the continuation of the advisory agreements with RIMCo (the “RIMCo Agreements”) and the portfolio management contract with each Money Manager of the funds (collectively, the “portfolio management contracts”) in which the Funds invest (the “Underlying Funds”) on at least an annual basis and that the terms and conditions of each RIMCo Agreement and the terms and conditions of each portfolio management contract provide for its termination if continuation is not approved annually. The Board, including all of the Independent Trustees, considered and approved the continuation of the RIMCo Agreements and the portfolio management contracts at a meeting held in person on May 19-20, 2014 (the “Agreement Evaluation Meeting”). During the course of a year, the Trustees receive a wide variety of materials regarding, among other things, the investment performance of the Funds, sales and redemptions of the Funds’ and Underlying Funds’ shares, management of the Funds and the Underlying Funds and other services provided by RIMCo and compliance with applicable regulatory requirements. In preparation for the annual review, the Independent Trustees, with the advice and assistance of their independent counsel (“Independent Counsel”), also requested and the Board considered (1) information and reports prepared by RIMCo relating to the services provided by RIMCo (and its affiliates) to the Funds and the Underlying Funds; (2) information and reports prepared by RIMCo relating to the profitability of each Fund and Underlying Fund to RIMCo; (3) information (the “Third-Party Information”) received from an independent, nationally recognized provider of investment company information comparing the performance of each of the Funds and the Underlying Funds and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by the provider to be generally comparable in investment objectives to the Funds and the Underlying Funds; and (4) information prepared by RIMCo (the “RIMCo Comparative Information”) comparing the performance of certain Underlying Funds and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by RIMCo to be generally comparable in investment objectives to the Underlying Funds. In the case of each Fund, its other peer funds, whether identified as such in the Third-Party Information or the RIMCo Comparative Information, are collectively hereinafter referred to as the Fund’s “Comparable Funds,” and, with the Fund, such Comparable Funds are collectively hereinafter referred to as the Fund’s “Performance Universe” in the case of performance comparisons and the Fund’s “Expense Universe” in the case of operating expense comparisons. In the case of certain, but not all, Funds, the Third-Party Information reflected changes in the Comparable Funds requested by RIMCo, which changes were noted in the Third-Party Information. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its evaluations of the RIMCo Agreements and portfolio
Exhibit G-13
management contracts are collectively called the “Agreement Evaluation Information.” The Trustees’ evaluations also reflected the knowledge and familiarity gained as Board members of the Funds and the other RIMCo-managed funds for which the Board has supervisory responsibility (“Other Russell Funds”) with respect to services provided by RIMCo, RIMCo’s affiliates and each Money Manager. The Trustees received a memorandum from counsel to the Funds and the Underlying Funds (“Fund Counsel”) discussing the legal standards for their consideration of the continuations of the RIMCo Agreements and the portfolio management contracts, and the Independent Trustees separately received a memorandum regarding their responsibilities from Independent Counsel.
At a meeting held in person on April 29, 2014 (the “Information Review Meeting,” and together with the Agreement Evaluation Meeting, the “Meetings”), the Independent Trustees in preparation for the Agreement Evaluation Meeting met first with representatives of RIMCo and then in a private session with Independent Counsel at which no representatives of RIMCo or the Funds’ management were present to review the Agreement Evaluation Information received to that date and, on the basis of that review, requested additional Agreement Evaluation Information. At the Agreement Evaluation Meeting, the Independent Trustees again met in person in a private session with Independent Counsel to review additional Agreement Evaluation Information received to that date. At the Agreement Evaluation Meeting, the Board, including the Independent Trustees, considered the proposed continuance of the RIMCo Agreements and the portfolio management contracts with RIMCo, Fund management, Independent Counsel and Fund Counsel. Presentations made by RIMCo at the Meetings as part of this review encompassed the Funds and all Other Russell Funds. Information received by the Board, including the Independent Trustees, at the Meetings is included in the Agreement Evaluation Information. Prior to voting at the Agreement Evaluation Meeting, the non-management members of the Board, including the Independent Trustees, met in executive session with Independent Counsel to consider additional Agreement Evaluation Information received from RIMCo and management at the Agreement Evaluation Meeting. The discussion below reflects all of these reviews.
In evaluating the portfolio management contracts, the Board considered that each of the Underlying Funds employs a manager-of-managers method of investment and RIMCo’s advice that the Underlying Funds, in employing a manager-of-managers method of investment, operate in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an investment advisory fee is paid by the investment company to its adviser which, in turn, employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser’s style and investment philosophy. RIMCo has engaged multiple unaffiliated Money Managers for all Underlying Funds. A Money Manager may have (1) a discretionary asset management assignment pursuant to which it is allocated a portion of an Underlying Fund’s assets to manage directly in its discretion; (2) a non-discretionary assignment pursuant to
Exhibit G-14
which it provides a model portfolio to RIMCo representing its investment recommendations, based upon which RIMCo purchases and sells securities for an Underlying Fund; or (3) both a discretionary and a non-discretionary assignment.
The Board considered that RIMCo (rather than any Money Manager) is responsible under the RIMCo Agreements for allocating assets of each Fund among its Underlying Funds and for determining, implementing and maintaining the investment program for each Underlying Fund. The assets of each Fund are invested in different combinations of the Underlying Funds pursuant to target asset allocations set by RIMCo. RIMCo may modify the target asset allocation for any Fund and/or the Underlying Funds in which the Funds invest. Assets of each Underlying Fund generally have been allocated among the multiple discretionary Money Managers selected by RIMCo, subject to Board approval, for that Underlying Fund. RIMCo manages the investment of each Underlying Fund’s cash and also may manage directly any portion of each Underlying Fund’s assets that RIMCo determines not to allocate to the discretionary Money Managers and portions of an Underlying Fund during transitions between Money Managers. RIMCo also may manage portions of an Underlying Fund based upon model portfolios provided by non-discretionary Money Managers. In all cases, Underlying Fund assets are managed directly by RIMCo pursuant to authority provided by the RIMCo Agreements.
RIMCo is responsible for selecting, subject to Board approval, Money Managers for each Underlying Fund and for actively managing allocations and reallocations of its assets among the Money Managers or their strategies and RIMCo itself. The Board has been advised that RIMCo’s goal with respect to the Underlying Funds is to construct and manage diversified portfolios in a risk-aware manner. Each discretionary Money Manager for an Underlying Fund in effect performs the function of an individual portfolio manager who is responsible for selecting portfolio securities for the portion of the Underlying Fund assigned to it by RIMCo (each, a “segment”) in accordance with the Underlying Fund’s applicable investment objective, policies and restrictions, any constraints placed by RIMCo upon their selection of portfolio securities and the Money Manager’s specified role in an Underlying Fund. For each Underlying Fund, RIMCo is responsible for, among other things, communicating performance expectations to each Money Manager; supervising compliance by each Money Manager with each Underlying Fund’s investment objective and policies; authorizing Money Managers to engage in or provide recommendations with respect to certain investment strategies for an Underlying Fund; and recommending annually to the Board whether portfolio management contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of portfolio management contracts, RIMCo is responsible for recommending to the Board additions of new Money Managers or replacements of existing Money Managers at any time when, based on RIMCo’s research and ongoing review and analysis, such actions are appropriate. RIMCo may impose specific investment or strategy
Exhibit G-15
constraints from time to time for each Money Manager intended to capitalize on the strengths of that Money Manager or to coordinate the investment activities of Money Managers for an Underlying Fund in a complementary manner. Therefore, RIMCo’s selection of Money Managers is made not only on the basis of performance considerations but also on the basis of anticipated compatibility with other Money Managers in the same Underlying Fund. In light of the foregoing, the overall performance of each Underlying Fund over appropriate periods has reflected, in great part, the performance of RIMCo in designing the Underlying Fund’s investment program, structuring an Underlying Fund, selecting an effective Money Manager with a particular investment style or sub-style for a segment that is complementary to the styles of the Money Managers of other Underlying Fund segments, and allocating assets among the Money Managers or their strategies in a manner designed to achieve the objectives of the Underlying Fund.
The Board considered that the prospectuses for the Funds and the Underlying Funds and other public disclosures emphasize to investors RIMCo’s role as the principal investment manager for each Underlying Fund, rather than the investment selection role of the Underlying Funds’ Money Managers, and describe the manner in which the Funds or Underlying Funds operate so that investors may take that information into account when deciding to purchase shares of any such Fund. The Board further considered that Fund investors in pursuing their investment goals and objectives likely purchased their shares on the basis of this information and RIMCo’s reputation for and performance record in managing the Underlying Funds’ manager-of-managers structure.
The Board also considered the demands and complexity of managing the Underlying Funds pursuant to the manager-of-managers structure, the special expertise of RIMCo with respect to the manager-of-managers structure of the Underlying Funds and the likelihood that, at the current expense ratio of each Underlying Fund, there would be no acceptable alternative investment managers to replace RIMCo on comparable terms given the need to continue the manager-of-managers strategy of such Underlying Fund selected by shareholders in purchasing their shares of a Fund or Underlying Fund.
In addition to these general factors relating to the manager-of-managers structure of the Underlying Funds, the Trustees considered, with respect to each Fund and Underlying Fund, various specific factors in evaluating renewal of the RIMCo Agreements, including the following:
Exhibit G-16
In evaluating the nature, scope and overall quality of the investment management and other services provided, and which are expected to be provided, to the Funds, including Fund portfolio management services, the Board discussed with senior representatives of RIMCo the impact on the Funds’ operations of changes in RIMCo’s senior management and other personnel providing investment management and other services to the Funds during the past year. The Board was not advised of any expected diminution in the nature, scope or quality of the investment advisory or other services provided to the Funds or the Underlying Funds from such changes. The Board also discussed the impact of organizational changes on the compliance programs of the Funds, the Underlying Funds and RIMCo with the Funds’ Chief Compliance Officer (the “CCO”) and received assurances from the CCO that such changes have not resulted in any diminution in the scope and quality of the compliance programs of the Funds or the Underlying Funds.
RIMCo is a wholly owned subsidiary of Frank Russell Company (“FRC”). FRC, in turn, is an indirect majority-owned subsidiary of The Northwestern Mutual Life Insurance Company (“NM”). Prior to the Information Review Meeting, NM publicly announced its intention to evaluate strategic alternatives for its majority interest in FRC. RIMCo advised the Board that this review could result in a transaction (“Transaction”) causing a change of control of RIMCo. At the Information Review Meeting, the Board was advised by RIMCo that an unspecified number of parties had expressed an interest in a Transaction with NM but, to RIMCo’s knowledge, no formal proposals had been received to the date of the Information Review Meeting. RIMCo, however, expected that proposals from one or more unidentified parties would be received shortly. RIMCo expressed its belief that any Transaction would not affect the activities of RIMCo in respect of the Funds or the structure of the Underlying Funds. However, the Board received no assurances in this regard directly from NM. Any Transaction would result, among other things, in an assignment and termination of the RIMCo Agreements, as required by the 1940 Act and by the terms and conditions of the RIMCo Agreements. In the event of a Transaction, the Board
Exhibit G-17
would be required to consider the approval of the terms and conditions of a replacement agreement (“Replacement Management Agreement”) for the RIMCo Agreements and thereafter to submit the Replacement Management Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. At the Agreement Evaluation Meeting, the Board was advised by RIMCo that NM had entered into exclusive discussions with London Stock Exchange Group plc (“LSEG”) regarding a possible Transaction. At both of the Meetings, the Board discussed with RIMCo the need to assure continuity of services required for the Funds’ operations.
As noted above, RIMCo, in addition to managing the investment of each Underlying Fund’s cash, may directly manage a portion of certain Underlying Funds (the “Participating Underlying Funds”) pursuant to the RIMCo Agreements, the actual allocation being determined from time to time by the Participating Underlying Funds’ RIMCo portfolio manager. Beginning in 2012, RIMCo implemented a strategy of managing a portion of the assets of the Participating Underlying Funds to modify such Funds’ overall portfolio characteristics by investing in securities or other instruments that RIMCo believes will achieve the desired risk/return profiles for such Participating Underlying Funds. RIMCo monitors and assesses Participating Underlying Fund characteristics, including risk, using a variety of measurements, such as tracking error, and may seek to manage Participating Underlying Fund characteristics consistent with the Funds’ investment objectives and strategies. For U.S. equity Participating Underlying Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry or sector). For non-U.S. equity, global infrastructure and global real estate Participating Underlying Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector or region). For fixed-income and alternative Participating Underlying Funds, fund characteristics may be managed with the goal to increase or decrease exposures (such as sector, industry, currency, credit or mortgage exposure or country risk, yield curve positioning, or interest rates). For all Funds, fund characteristics may be managed to offset undesired relative over or underweights in order to seek to achieve the desired risk/return profile for each Participating Underlying Fund. RIMCo may use an index replication or sampling strategy by selecting an index which represents the desired exposure, or may utilize quantitative or qualitative analysis or quantitative models designed to assess Participating Underlying Fund characteristics and identify a portfolio which provides the desired exposure. Based on this, for the portion of a Participating Underlying Fund’s assets directly managed by RIMCo, RIMCo may invest in common stocks, exchange-traded funds, exchange-traded notes, REITs, short-term investments and/or derivatives, including futures, forwards, options and/or swaps, in order to seek to achieve the desired risk/return profile for the Participating Underlying Fund. Derivatives may be used to take long or short positions. In addition, RIMCo may choose to use the cash equitization process to manage Participating Underlying Fund characteristics in order to seek to achieve the
Exhibit G-18
desired risk/return profile for the Participating Underlying Fund. RIMCo also may manage Participating Underlying Fund assets directly to effect a Participating Underlying Fund’s investment strategies. RIMCo’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” RIMCo also may reallocate Underlying Fund assets among Money Managers, increase Underlying Fund cash reserves or determine not to be fully invested. RIMCo’s Direct Management Services generally are not intended to be a primary driver of Participating Underlying Funds’ investment results, although the services may have a positive or negative impact on investment results, but rather are intended to enhance incrementally the ability of Participating Underlying Funds to carry out their investment programs. At the Meetings, RIMCo advised the Board of a likely expansion of its Direct Management Services. In connection with this expansion, RIMCo stated that it may provide Direct Management Services to additional Underlying Funds and expected that a larger portion of certain Underlying Funds will be managed directly by RIMCo pursuant to the Direct Management Services. Additional Underlying Funds to be managed pursuant to the Direct Management Services may include some or all fixed income Underlying Funds. The Board considered that during the period, and to the extent that RIMCo employs its Direct Management Services other than via the cash equitization process in respect of Participating Underlying Funds, RIMCo is not required to pay investment advisory fees to a Money Manager with respect to Participating Underlying Fund assets that are directly managed and that the profits derived by RIMCo generally and from the Participating Underlying Funds consequently may be increased incrementally, although RIMCo may incur additional costs in providing Direct Management Services. The Board, however, also considered the potential benefits of the Direct Management Services to Participating Underlying Funds and the Funds; the limited amount of assets that to the date of the Meetings were being managed directly by RIMCo pursuant to the Direct Management Services; and the fact that the aggregate Advisory Fees paid by the Participating Underlying Funds are not increased as a result of RIMCo’s direct management of Participating Underlying Fund assets as part of the Direct Management Services or otherwise.
In evaluating the reasonableness of the Funds’ and Underlying Funds’ Advisory Fees in light of Fund and Underlying Fund performance, the Board considered that, in the Agreement Evaluation Information and at past meetings, RIMCo noted differences between the investment strategies of certain Underlying Funds and their respective Comparable Funds in pursuing their investment objectives. The Board noted RIMCo’s further past advice that the strategies pursued by the Underlying Funds, among other things, are intended to result in less volatile, more moderate returns relative to each Underlying Fund’s performance benchmark rather than more volatile, more extreme returns that its Comparable Funds may experience over time.
The Third-Party Information included, among other things, comparisons of the Funds’ Advisory Fees with the investment advisory fees of their Comparable Funds on an actual basis (i.e., giving effect to any voluntary fee waivers implemented by
Exhibit G-19
RIMCo and the advisers to such Fund’s Comparable Funds). The Third-Party Information, among other things, showed that each Fund had an Advisory Fee which, compared with its Comparable Funds’ investment advisory fees on an actual basis, was ranked in the first quintile of its Expense Universe for that expense component. In these rankings, the first quintile represents funds with the lowest investment advisory fees among funds in the Expense Universe and the fifth quintile represents funds with the highest investment advisory fees among the Expense Universe funds. The comparisons were based upon the latest fiscal years for the Expense Universe funds.
In discussing the Advisory Fees for the Underlying Funds generally, RIMCo noted, among other things, that its Advisory Fees for the Underlying Funds encompass services that may not be provided by investment advisers to the Underlying Funds’ Comparable Funds, such as cash equitization and management of portfolio transition costs when Money Managers are added, terminated or replaced. RIMCo also observed that its “margins” in providing investment advisory services to the Underlying Funds tend to be lower than competitors’ margins because of the demands and complexities of managing the Underlying Funds’ manager-of-managers structure, including RIMCo’s payment of a significant portion of the Underlying Funds’ Advisory Fees to their Money Managers. RIMCo expressed the view that Advisory Fees should be considered in the context of a Fund’s or Underlying Fund’s total expense ratio to obtain a complete picture. The Board, however, considered each Fund’s and Underlying Fund’s Advisory Fee on both a standalone basis and in the context of the Fund’s or Underlying Fund’s total expense ratio.
Based upon information provided by RIMCo, the Board considered for each Fund and Underlying Fund whether economies of scale have been realized and whether the Advisory Fee for such Fund or Underlying Fund appropriately reflects or should be revised to reflect any such economies. The Funds are distributed exclusively through variable annuity and variable life insurance contracts issued by insurance companies. Currently, the Funds are made available to holders of such insurance policies (“Insurance Contract Holders”) by two insurance companies. At the Meetings, RIMCo advised the Board that it does not expect that additional insurance companies will make the Funds available to their variable annuity or variable life insurance policyholders in the near or long term because of a declining interest by the insurance companies generally in variable insurance trusts, such as the Funds, as investment vehicles supporting their products. Notwithstanding this expectation, RIMCo expressed its belief that the Funds will remain viable in light of their cash inflows from current participating insurance companies.
The Board considered, among other things, the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Underlying Funds, including the variability of Money Manager investment advisory fees.
Exhibit G-20
As noted above, the Board at the Information Review Meeting was advised by RIMCo of NM’s intent to evaluate strategic alternatives for its majority interest in FRC, and at the Agreement Evaluation Meeting was advised by RIMCo that NM had entered into exclusive discussions with LSEG regarding a possible Transaction. NM is one of the two insurance companies making the Funds available to their Insurance Contract Holders. At the Information Review Meeting, RIMCo expressed its belief that NM would continue to make the Funds available to its Insurance Contract Holders in the event of a Transaction. However, the Board received no direct assurances in this regard directly from NM. If NM were to discontinue its participation in the Funds, the Board considered that it is unlikely that the Funds would remain viable.
The Board also considered, as a general matter, that fees payable to RIMCo by institutional clients with investment objectives similar to those of the Funds, the Underlying Funds and Other Russell Funds are lower, and, in some cases, may be substantially lower, than the rates paid by the Funds, the Underlying Funds and Other Russell Funds. The Trustees considered the differences in the nature and scope of services RIMCo provides to institutional clients and the Funds and the Underlying Funds. RIMCo explained, among other things, that institutional clients have fewer compliance, administrative and other needs than the Funds and the Underlying Funds. RIMCo also noted that since the Funds and the Underlying Funds must constantly issue and redeem their shares, they are more difficult to manage than institutional accounts, where assets are relatively stable. In addition, RIMCo noted that the Funds and the Underlying Funds are subject to heightened regulatory requirements relative to institutional clients. The Board noted that RIMCo provides office space and facilities to the Funds and the Underlying Funds and all of the Funds’ and Underlying Funds’ officers. Accordingly, the Trustees concluded that the services provided to the Funds and Underlying Funds are sufficiently different from the services provided to the other clients that comparisons are not probative and should not be given significant weight.
With respect to the Funds’ total expenses, the Third-Party Information showed that the total expenses for the Growth Strategy Fund and Equity Growth Strategy Fund were ranked in the fourth quintile of its Expense Universe. The total expenses for the Moderate Strategy Fund ranked in the second quintile of its Expense Universe, and the total expenses for the Balanced Strategy Fund ranked in the third quintile of its Expense Universe. In these rankings, the first quintile represents the funds with the lowest total expenses among funds in the Expense Universe and the fifth quintile represents funds with the highest total expenses among the Expense Universe funds.
The Board considered RIMCo’s explanation of the rankings and its advice that the total expenses of the Growth Strategy Fund were less than 5 basis points from the third quintile of its Expense Universe. With respect to the Equity Growth Strategy Fund, the Board considered RIMCo’s explanation that the Fund has a larger allocation to non-U.S. equity securities and alternative investments than its
Exhibit G-21
Comparable Funds. Non-U.S. equity funds and alternative investments funds generally have higher expense ratios than U.S. equity and fixed income funds. The Equity Growth Strategy Fund’s higher allocations to non-U.S. equity and alternative investments, and the resulting higher indirect expenses of the Underlying Fund, made meaningful comparisons with its Comparable Funds difficult.
On the basis of the Agreement Evaluation Information, and other information previously received by the Board from RIMCo during the course of the current year or prior years, or presented at or in connection with the Meetings by RIMCo, the Board, in respect of each Fund and Underlying Fund, found, after giving effect to any applicable waivers and/or reimbursements and considering any differences in the composition and investment strategies of their respective Comparable Funds, (1) the Advisory Fee charged by RIMCo was reasonable in light of the nature, scope and overall quality of the investment management and other services provided, and expected to be provided, to the Funds or Underlying Funds; (2) the relative expense ratio of each Fund and Underlying Fund either was comparable to those of its Comparable Funds or RIMCo had provided an explanation satisfactory to the Board as to why the relative expense ratio was not comparable to those of its Comparable Funds; (3) RIMCo’s methodology of allocating expenses of operating funds in the complex was reasonable; (4) other benefits and fees received by RIMCo or its affiliates from the Funds or Underlying Funds were not excessive; (5) RIMCo’s profitability with respect to the Funds and each Underlying Fund was not excessive in light of the nature, scope and overall quality of the investment management and other services provided by RIMCo; and (6) the Advisory Fee charged by RIMCo appropriately reflects any economies of scale realized by such Fund or Underlying Fund in light of various factors, including the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Underlying Funds, including the variability of Money Manager investment advisory fees as well as the possible discontinuation of NM’s participation in the Funds.
The Board concluded that, under the circumstances and based on RIMCo’s performance information and reviews for each Fund and Underlying Fund, the performance of each of the Funds would be consistent with continuation of its RIMCo Agreement. The Board, in assessing the performance of Funds and Underlying Funds with at least three years of performance history, focused upon performance for the 3-year period ended December 31, 2013 as most relevant but also considered the Funds’ and Underlying Funds’ performance for the 1- year and, where applicable, 5-year periods ended such date. In reviewing the performance of the Funds and the Underlying Funds generally, the Board took into consideration the various steps taken by RIMCo beginning in 2012 to enhance the performance of certain Underlying Funds, including changes in Money Managers, and, in the case of Participating Underlying Funds, RIMCo’s implementation of its Direct Management Services, which may not yet be fully reflected in Participating Underlying Fund and Fund investment results.
Exhibit G-22
With respect to the Moderate Strategy Fund and the Equity Growth Strategy Fund, the Third-Party Information showed that each Fund’s performance was ranked in the fifth quintile of its Performance Universe for the 1-, 3- and 5-year periods ended December 31, 2013.
With respect to the Balanced Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the third quintile of its Performance Universe for the 5-year period ended December 31, 2013, but was ranked in the fourth quintile of its Performance Universe for each of the 1- and 3-year periods ended such date.
With respect to the Growth Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for each of the 1- and 5-year periods ended December 31, 2013, and ranked in the fifth quintile of its Performance Universe for the 3-year period ended such date.
The Board considered RIMCo’s explanation that the underperformance of the Funds relative to their respective peer groups was mainly due to asset allocation differences. RIMCo noted, among other things, that the Equity Growth Strategy Fund tends to have a higher allocation to fixed income and a lower allocation to equities than its Comparable Funds, and that equities have largely outperformed fixed income over the 3-year period. RIMCo also explained that each of the Funds tends to hold more diversified growth-oriented assets beyond traditional equities (such as global real estate, infrastructure, commodities, global high yield debt, emerging market debt, and hedge fund strategies), which have lagged in the strong equity markets. This exposure, according to RIMCo, is intended to provide diversification benefits and dampen volatility.
The Board also considered that in January 2014, the Funds implemented a change in strategic asset allocations, which decreased positions in core fixed income, international developed equity and commodities, and increased positions in small cap, emerging markets and infrastructure. According to RIMCo, these changes brought the Funds’ allocations directionally closer towards the average equity and fixed income allocations of the Comparable Funds, although the Funds continue to maintain more diversified growth asset exposure and a larger globally diversified equity allocation than their Comparable Funds.
In evaluating performance, the Board considered each Fund’s and Underlying Fund’s absolute performance and performance relative to appropriate benchmarks and indices in addition to such Fund’s performance relative to its Comparable Funds. In assessing the Funds’ performance relative to their Comparable Funds or benchmarks or in absolute terms, the Board also considered RIMCo’s stated investment strategy of managing the Underlying Funds in a risk-aware manner. The Board also considered the Underlying Fund Money Manager changes that have been
Exhibit G-23
made since 2012 and that the performance of Money Managers continues to impact Fund and Underlying Fund performance for periods prior and subsequent to their termination, and that any incremental positive or negative impact of the Direct Management Services to Participating Underlying Funds, which continue to evolve in nature and scope, was not yet fully reflected in the investment results of the Participating Underlying Funds or the Funds. Lastly, the Board considered potential new strategies discussed at the Meetings and prior Board meetings that may be employed by RIMCo in respect of certain Underlying Funds.
After considering the foregoing and other relevant factors, the Board concluded in respect of each Fund and Underlying Fund that continuation of its RIMCo Agreement would be in the best interests of such Fund and its shareholders and voted to approve the continuation of each RIMCo Agreement.
At the Meetings, with respect to the evaluation of the terms of portfolio management contracts with Money Managers for the Underlying Funds, the Board received and considered information from RIMCo reporting, among other things, for each Money Manager, the Money Manager’s performance over various periods; RIMCo’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Funds’ and Underlying Funds’ underwriter; and RIMCo’s recommendation to retain the Money Manager at the current fee rate, to retain the Money Manager at a reduced fee rate or to terminate the Money Manager. The Board received reports during the course of the year from the Funds’ CCO regarding her assessments of Money Manager compliance programs and any compliance issues. RIMCo did not identify any benefits received by Money Managers or their affiliates as a result of their relationships with the Underlying Funds other than benefits from their soft dollar arrangements. The Agreement Evaluation Information described, and at the Meetings the Funds’ CCO discussed, oversight of Money Manager soft dollar arrangements. The Agreement Evaluation Information expressed RIMCo’s belief that, based upon certifications from Money Managers and pre-hire and ongoing reviews of Money Manager soft dollar arrangements, policies and procedures, the Money Managers’ soft dollar arrangements, policies and procedures are consistent with applicable legal standards and with disclosures made by Money Managers in their investment adviser registration statements filed with the Securities and Exchange Commission and by the Underlying Funds in their registration statements. The Board was advised that, in the case of Money Managers using soft dollar arrangements, the CCO monitors, among other things, the commissions paid by the Underlying Funds and percentage of Underlying Fund transactions effected pursuant to the soft dollar arrangements, as well as the products or services purchased by the Money Managers with soft dollars generated by Underlying Fund portfolio transactions. The CCO and RIMCo do not obtain, and the Agreement Evaluation Information therefore did not include, information regarding the value of soft dollar benefits derived by Money Managers from Underlying Fund portfolio transactions. At the Agreement Evaluation Meeting, RIMCo noted that it planned to
Exhibit G-24
recommend termination of certain Money Managers to the Board at the May 2014 meeting. RIMCo recommended that each of the other Money Managers be retained at its current or a reduced fee rate. In doing so, RIMCo, as it has in the past, advised the Board that it does not regard Money Manager profitability as relevant to its evaluation of the portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo is aware of the standard fee rates charged by Money Managers to other clients; and RIMCo believes that the fees agreed upon with Money Managers are reasonable in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIMCo’s explanation of the relevance of Money Manager profitability in light of RIMCo’s belief that such fees are reasonable; the Board’s findings as to the reasonableness of the Advisory Fee paid by each Fund and Underlying Fund; and the fact that each Money Manager’s fee is paid by RIMCo.
Based substantially upon RIMCo’s recommendations, together with the Agreement Evaluation Information, the Board concluded that the fees paid to the Money Managers of each Underlying Fund are reasonable in light of the quality of the investment advisory services provided and that continuation of the portfolio management contract with each Money Manager of each Underlying Fund would be in the best interests of such Underlying Fund and its shareholders.
In their deliberations, the Trustees did not identify any particular information as to the RIMCo Agreements or, other than RIMCo’s recommendation, the portfolio management contract with any Money Manager for an Underlying Fund 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 and Underlying Fund.
Subsequent to the Agreement Evaluation Meeting, the Board received a proposal from RIMCo at a meeting held on May 20, 2014 to effect Money Manager changes for the Russell Investment Company Russell Investment Grade Bond Fund, Russell Short Duration Bond Fund, Russell U.S. Dynamic Equity Fund and Russell Global Opportunistic Credit Fund and the Russell Investment Funds Global Real Estate Securities Fund and Multi-Style Equity Fund, and at that same meeting to effect a Money Manager change for the Aggressive Equity Fund resulting from a Money Manager change of control for one of the Underlying Fund’s Money Managers. In the case of each proposed change, the Trustees approved the terms of the proposed portfolio management contract based upon RIMCo’s recommendation to hire the Money Manager at the proposed fee rate; information as to reason for the proposed change; information as to the Money Manager’s role in the management of the Underlying Fund’s investment portfolio (including the amount of Underlying Fund assets to be allocated to the Money Manager) and RIMCo’s evaluation of the anticipated quality of the investment advisory services to be provided by the Money
Exhibit G-25
Manager; information as to any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc., the Underlying Fund’s underwriter; the CCO’s evaluation of the Money Manager’s compliance program, policies and procedures, and certification that they were consistent with applicable legal standards; RIMCo’s explanation as to the lack of relevance of Money Manager profitability to the evaluation of portfolio management contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo’s awareness of the standard fee rates charged by the Money Manager to other clients; RIMCo’s belief that the proposed investment advisory fees would be reasonable in light of the anticipated quality of investment advisory services to be rendered; the increase or decrease in aggregate Money Manager fees to be paid by RIMCo from its Advisory Fee as a result of the engagement of the Money Manager; and the expected costs of transitioning Underlying Fund assets to the Money Manager. The Trustees also considered their findings at the Agreement Evaluation Meeting as to the reasonableness of the aggregate Advisory Fees paid by the Underlying Funds, and the fact that the aggregate Advisory Fees paid by the Underlying Funds would not increase as a result of the implementation of the proposed Money Manager changes because the Money Managers’ investment advisory fees are paid by RIMCo.
Exhibit G-26
Fund Shares Outstanding as of August 1, 2014
| |||||
| |||||
| 443,708.091 | ||||
Global Real Estate Securities Fund | 325,507.000 | ||||
| 3,083,519.682 | ||||
| R6 | 87,386.551 | |||
Global Real Estate Securities Fund | S | 14,452,569.155 | |||
Global Real Estate Securities Fund | Y | 3,389,836.296 | |||
International Developed Markets Fund | A | 530,339.759 | |||
International Developed Markets Fund | C | 221,157.598 | |||
International Developed Markets Fund | M | 7,865,455.534 | |||
International Developed Markets Fund | S | 36,304,066.886 | |||
International Developed Markets Fund | Y | 1,393,049.086 | |||
Investment Grade Bond Fund | 368,984.280 | ||||
| C | 283,674.887 | |||
Investment Grade Bond Fund | M | 2,501,068.146 | |||
Investment Grade Bond Fund | R6 | 47,438.103 | |||
Investment Grade Bond Fund | S | 30,028,639.585 | |||
Investment Grade Bond Fund | Y | 2,186,964.435 | |||
Multi-Asset Growth Strategy Fund | 158,392.858 | ||||
Multi-Asset Growth Strategy Fund | C | 23,426.935 |
Appendix A-1
Fund | Class | Shares Outstanding on Record Date | ||
Multi-Asset Growth Strategy Fund | M | 14,049,247.136 | ||
Multi-Asset Growth Strategy Fund | S | 59,921,753.249 | ||
Multi-Asset Growth Strategy Fund | Y | 13,830,055.323 | ||
Multifactor Bond Fund | Y | 4,075,197.766 | ||
Multifactor International Equity Fund | M | 1,756,003.879 | ||
Multifactor International Equity Fund | R6 | 4,663.297 | ||
Multifactor International Equity Fund | S | 8,810,405.832 | ||
Multifactor International Equity Fund | Y | 21,669,252.995 | ||
Multifactor U.S. Equity Fund | A | 614,279.122 | ||
Multifactor U.S. Equity Fund | C | 166,363.825 | ||
Multifactor U.S. Equity Fund | M | 1,173,857.897 | ||
Multifactor U.S. Equity Fund | R6 | 24,733.606 | ||
Multifactor U.S. Equity Fund | S | 7,113,967.093 | ||
Multifactor U.S. Equity Fund | Y | 37,561,456.792 | ||
Multi-Strategy Income Fund | A | 442,072.194 | ||
Multi-Strategy Income Fund | C | 489,330.554 | ||
Multi-Strategy Income Fund | M | 4,667,598.729 | ||
Multi-Strategy Income Fund | S | 36,381,046.351 | ||
Multi-Strategy Income Fund | Y | 14,911,883.862 | ||
Opportunistic Credit Fund | A | 297,038.783 | ||
Opportunistic Credit Fund | C | 303,065.106 | ||
Opportunistic Credit Fund | M | 10,089,605.380 | ||
Opportunistic Credit Fund | S | 65,454,706.728 | ||
Opportunistic Credit Fund | Y | 354,335.654 | ||
Short Duration Bond Fund | A | 702,093.255 | ||
Short Duration Bond Fund | C | 1,106,926.757 | ||
Short Duration Bond Fund | M | 994,141.677 | ||
Short Duration Bond Fund | R6 | 25,898.827 | ||
Short Duration Bond Fund | S | 11,510,261.666 | ||
Short Duration Bond Fund | Y | 6,630,970.508 | ||
Strategic Bond Fund | A | 2,425,208.282 | ||
Strategic Bond Fund | C | 1,443,158.034 | ||
Strategic Bond Fund | M | 56,396,963.904 | ||
Strategic Bond Fund | R6 | 159,065.451 | ||
Strategic Bond Fund | S | 228,657,614.190 | ||
Strategic Bond Fund | Y | 77,814,223.452 | ||
Sustainable Equity Fund | A | 414,682.251 | ||
Sustainable Equity Fund | C | 546,463.355 | ||
Sustainable Equity Fund | S | 4,018,951.426 | ||
Sustainable Equity Fund | Y | 196,005.163 | ||
Tax-Exempt Bond Fund | A | 1,600,305.803 | ||
Tax-Exempt Bond Fund | C | 1,093,228.898 | ||
Tax-Exempt Bond Fund | M | 40,846,041.633 | ||
Tax-Exempt Bond Fund | S | 116,721,258.914 |
Appendix A-2
Fund | Class | Shares Outstanding on Record Date | |||
Tax-Exempt High Yield Bond Fund | A | 2,050,738.502 | |||
Tax-Exempt High Yield Bond Fund | C | 544,541.230 | |||
Tax-Exempt High Yield Bond Fund | M | 35,411,259.517 | |||
Tax-Exempt High Yield Bond Fund | S | 90,817,818.778 | |||
Tax-Managed International Equity Fund | A | 2,200,593.029 | |||
Tax-Managed International Equity Fund | C | 705,540.506 | |||
Tax-Managed International Equity Fund | M | 54,165,151.647 | |||
Tax-Managed International Equity Fund | S | 153,992,225.839 | |||
Tax-Managed Real Assets Fund | A | 403,033.724 | |||
Tax-Managed Real Assets Fund | C | 38,340.991 | |||
Tax-Managed Real Assets Fund | M | 17,147,062.752 | |||
Tax-Managed Real Assets Fund | S | 38,528,915.998 | |||
Tax-Managed U.S. Large Cap Fund | A | 1,467,277.405 | |||
Tax-Managed U.S. Large Cap Fund | C | 682,390.476 | |||
Tax-Managed U.S. Large Cap Fund | M | 19,908,530.999 | |||
Tax-Managed U.S. Large Cap Fund | S | 65,660,311.742 | |||
Tax-Managed U.S. Mid & Small Cap Fund | A | 741,389.580 | |||
Tax-Managed U.S. Mid & Small Cap Fund | C | 479,745.795 | |||
Tax-Managed U.S. Mid & Small Cap Fund | M | 6,547,136.311 | |||
Tax-Managed U.S. Mid & Small Cap Fund | S | 23,978,941.478 | |||
U.S. Small Cap Equity Fund | A | 514,922.604 | |||
U.S. Small Cap Equity Fund | C | 327,856.820 | |||
U.S. Small Cap Equity Fund | M | 4,061,573.380 | |||
U.S. Small Cap Equity Fund | R6 | 17,457.972 | |||
U.S. Small Cap Equity Fund | S | 30,365,556.614 | |||
U.S. Small Cap Equity Fund | Y | 4,303,719.422 | |||
U.S. Strategic Equity Fund | A | 655,516.095 | |||
U.S. Strategic Equity Fund | C | 401,001.432 | |||
U.S. Strategic Equity Fund | M | 37,966,229.073 | |||
U.S. Strategic Equity Fund | S | 205,404,065.401 | |||
Unconstrained Total Return Fund | A | 17,015.004 | |||
Unconstrained Total Return Fund | C | 20,737.986 | |||
Unconstrained Total Return Fund | M | 3,019,653.478 | |||
Unconstrained Total Return Fund | S | 7,607,108.921 | |||
Unconstrained Total Return Fund | Y | 7,469,403.900 | |||
Balanced Strategy Fund | 38,938,740.815 |
Appendix A-3
| Class | Shares Outstanding on Record Date | |||
Balanced Strategy Fund | 30,022,320.004 | ||||
Balanced Strategy Fund | R1 | 1,544,454.867 | |||
Balanced Strategy Fund | R4 | 3,453,839.422 | |||
Balanced Strategy Fund | R5 | 2,633,406.214 | |||
Balanced Strategy Fund | S | 13,129,177.842 | |||
Conservative Strategy Fund | A | 5,134,233.194 | |||
Conservative Strategy Fund | C | 6,596,772.075 | |||
Conservative Strategy Fund | R1 | 234,286.859 | |||
Conservative Strategy Fund | R4 | 642,381.491 | |||
Conservative Strategy Fund | R5 | 617,460.877 | |||
Conservative Strategy Fund | S | 2,041,700.485 | |||
Equity Growth Strategy Fund | 10,225,942.170 | ||||
Equity Growth Strategy Fund | C | 9,467,990.368 | |||
Equity Growth Strategy Fund | R1 | 271,092.822 | |||
Equity Growth Strategy Fund | R4 | 932,787.532 | |||
Equity Growth Strategy Fund | R5 | 541,073.286 | |||
Equity Growth Strategy Fund | S | 5,039,363.364 | |||
Growth Strategy Fund | A | 30,467,238.063 | |||
Growth Strategy Fund | C | 18,975,729.939 | |||
Growth Strategy Fund | R1 | 562,699.897 | |||
Growth Strategy Fund | R4 | 3,227,799.118 | |||
Growth Strategy Fund | R5 | 2,068,737.713 | |||
Growth Strategy Fund | S | 11,739,380.294 | |||
Moderate Strategy Fund | A | 9,340,446.637 | |||
Moderate Strategy Fund | C | 7,403,584.822 | |||
Moderate Strategy Fund | R1 | 263,058.965 | |||
Moderate Strategy Fund | R4 | 939,929.687 | |||
Moderate Strategy Fund | R5 | 679,101.975 | |||
Moderate Strategy Fund | S | 3,392,233.906 |
RUSSELL INVESTMENT FUNDS
Fund | Shares Outstanding on Record Date | |
Global Real Estate Securities Fund | 65,797,408.157 | |
International Developed Markets Fund | 28,317,405.323 | |
Strategic Bond Fund | 96,456,521.535 | |
U.S. Small Cap Equity Fund | 13,321,876.411 | |
U.S. Strategic Equity Fund | 27,813,795.894 | |
Balanced Strategy Fund | 24,450,692.928 | |
Equity Growth Strategy Fund | 4,629,787.841 | |
Growth Strategy Fund | 18,702,786.172 | |
Moderate Strategy Fund | 8,944,727.721 |
Appendix A-1A-4
5% Beneficial Owners of Fund Shares as of June 30, 2014BENEFICIAL OWNERSOF FUND SHARESASOF MAY 28, 2021
As of June 30, 2014,May 28, 2021, the following shareholders were beneficial owners of the percentages of outstanding shares of the classes of the Funds indicated below.
RUSSELL INVESTMENT COMPANY
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EMERGING MARKETS FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 394,178.767 | 63.63% | ||||
EMERGING MARKETS FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 96,459.509 | 15.57% | ||||
EMERGING MARKETS FUND | A | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 39,626.736 | 6.40% | ||||
EMERGING MARKETS FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 98,648.369 | 30.93% | ||||
EMERGING MARKETS FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 69,979.934 | 21.94% | ||||
EMERGING MARKETS FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 52,597.121 | 16.49% | ||||
EMERGING MARKETS FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 39,669.111 | 12.44% |
Appendix B-1
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EMERGING MARKETS FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 28,248.111 | 8.86% | ||||
EMERGING MARKETS FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 2,808,889.355 | 41.29% | ||||
EMERGING MARKETS FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 1,422,866.203 | 20.92% | ||||
EMERGING MARKETS FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,369,857.437 | 20.14% | ||||
EMERGING MARKETS FUND | R6 | MATRIX TRUST COMPANY CUST. FBO CREATIVE DIE MOLD CORP 401K PSP 717 17TH STREET SUITE 1300 DENVER CO 80202-3304 | 11,776.010 | 77.31% | ||||
EMERGING MARKETS FUND | R6 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 2,426.716 | 15.93% | ||||
EMERGING MARKETS FUND | R6 | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 1,029.275 | 6.76% | ||||
EMERGING MARKETS FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 18,581,287.406 | 39.66% |
Appendix B-2
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EMERGING MARKETS FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 8,164,360.488 | 17.43% | ||||
EMERGING MARKETS FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 5,535,132.124 | 11.81% | ||||
EMERGING MARKETS FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 4,160,254.704 | 8.88% | ||||
EMERGING MARKETS FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 2,624,785.811 | 5.60% | ||||
EMERGING MARKETS FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,200,417.993 | 27.39% | ||||
EMERGING MARKETS FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY AS DISCRETIONARY INVESTMENT MANAGE FBO ALTAMED HEALTH SERVICE CORP 2040 CAMFIELD AVE LOS ANGELES CA 90040-1502 | 927,815.612 | 21.17% | ||||
EMERGING MARKETS FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 820,890.412 | 18.73% | ||||
EMERGING MARKETS FUND | Y | EQUITY GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 431,634.448 | 9.85% |
Appendix B-3
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EMERGING MARKETS FUND | Y | RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 291,629.447 | 6.65% | ||||
EQUITY INCOME FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 500,023.558 | 70.07% | ||||
EQUITY INCOME FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 51,878.564 | 7.27% | ||||
EQUITY INCOME FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 40,936.543 | 5.74% | ||||
EQUITY INCOME FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 280,817.042 | 37.74% | ||||
EQUITY INCOME FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 187,576.798 | 25.21% | ||||
EQUITY INCOME FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 97,183.308 | 13.06% | ||||
EQUITY INCOME FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 67,883.356 | 9.12% | ||||
EQUITY INCOME FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 53,304.686 | 7.16% |
Appendix B-4
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EQUITY INCOME FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,247,110.601 | 20.74% | ||||
EQUITY INCOME FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 1,168,381.754 | 19.43% | ||||
EQUITY INCOME FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,147,788.941 | 19.09% | ||||
EQUITY INCOME FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 525,693.400 | 8.74% | ||||
EQUITY INCOME FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 431,018.291 | 7.17% | ||||
EQUITY INCOME FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 327,101.685 | 5.44% | ||||
EQUITY INCOME FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR SPIRE ALABAMA INC FBO ALABAMA GAS CORP RET HOURLY EMPLOYEE BENEFIT PLANS TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 291,594.580 | 45.58% | ||||
EQUITY INCOME FUND | Y | WELLS FARGO BANK NA FBO KBIC DEFINED BENEFIT PLAN 26103000 PO BOX 1533 MINNEAPOLIS MN 55480-1533 | 230,782.167 | 36.07% |
Appendix B-5
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EQUITY INCOME FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR AGFIRST FBO AGFIRST FARM CREDIT BANK SUPP EXEC TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 117,369.145 | 18.35% | ||||
GLOBAL EQUITY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 435,017.603 | 44.02% | ||||
GLOBAL EQUITY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 146,095.100 | 14.78% | ||||
GLOBAL EQUITY FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 129,068.986 | 13.06% | ||||
GLOBAL EQUITY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 84,734.954 | 8.57% | ||||
GLOBAL EQUITY FUND | A | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 67,033.563 | 6.78% | ||||
GLOBAL EQUITY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 156,088.770 | 33.96% | ||||
GLOBAL EQUITY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 91,176.121 | 19.84% | ||||
GLOBAL EQUITY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 74,404.085 | 16.19% |
Appendix B-6
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL EQUITY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 56,656.819 | 12.33% | ||||
GLOBAL EQUITY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 50,413.787 | 10.97% | ||||
GLOBAL EQUITY FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 552,678.284 | 71.14% | ||||
GLOBAL EQUITY FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 111,833.758 | 14.39% | ||||
GLOBAL EQUITY FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 50,545.516 | 6.51% | ||||
GLOBAL EQUITY FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 43,537.215 | 5.60% | ||||
GLOBAL EQUITY FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 2,671,366.449 | 20.72% | ||||
GLOBAL EQUITY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 2,230,905.548 | 17.30% |
Appendix B-7
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL EQUITY FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 1,774,292.319 | 13.76% | ||||
GLOBAL EQUITY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 1,069,492.092 | 8.29% | ||||
GLOBAL EQUITY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 940,605.805 | 7.29% | ||||
GLOBAL EQUITY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 858,382.676 | 6.66% | ||||
GLOBAL EQUITY FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 41,449,055.237 | 31.53% | ||||
GLOBAL EQUITY FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 38,027,138.193 | 28.93% | ||||
GLOBAL EQUITY FUND | Y | EQUITY GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 20,462,048.396 | 15.57% | ||||
GLOBAL EQUITY FUND | Y | RIF GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 9,392,566.813 | 7.14% |
Appendix B-8
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL EQUITY FUND | Y | RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 9,176,019.734 | 6.98% | ||||
GLOBAL INFRASTRUCTURE FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 209,740.302 | 43.27% | ||||
GLOBAL INFRASTRUCTURE FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 123,504.769 | 25.48% | ||||
GLOBAL INFRASTRUCTURE FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 56,980.315 | 11.76% | ||||
GLOBAL INFRASTRUCTURE FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 36,395.505 | 7.51% | ||||
GLOBAL INFRASTRUCTURE FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 92,929.166 | 35.56% | ||||
GLOBAL INFRASTRUCTURE FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 63,128.456 | 24.16% | ||||
GLOBAL INFRASTRUCTURE FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 31,139.099 | 11.92% | ||||
GLOBAL INFRASTRUCTURE FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 24,040.353 | 9.20% |
Appendix B-9
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL INFRASTRUCTURE FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 20,841.685 | 7.98% | ||||
GLOBAL INFRASTRUCTURE FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 545,432.065 | 65.98% | ||||
GLOBAL INFRASTRUCTURE FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 177,928.563 | 21.53% | ||||
GLOBAL INFRASTRUCTURE FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 51,088.337 | 6.18% | ||||
GLOBAL INFRASTRUCTURE FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,996,403.037 | 26.55% | ||||
GLOBAL INFRASTRUCTURE FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,804,458.231 | 24.00% | ||||
GLOBAL INFRASTRUCTURE FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 1,133,177.448 | 15.07% | ||||
GLOBAL INFRASTRUCTURE FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 608,688.344 | 8.09% |
Appendix B-10
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL INFRASTRUCTURE FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 569,673.369 | 7.58% | ||||
GLOBAL INFRASTRUCTURE FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 459,095.456 | 6.11% | ||||
GLOBAL INFRASTRUCTURE FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY AS DISCRETIONARY INVESTMENT MANAGE FBO ALTAMED HEALTH SERVICE CORP 2040 CAMFIELD AVE LOS ANGELES CA 90040-1502 | 618,364.506 | 99.80% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 387,267.586 | 86.61% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 186,535.063 | 56.70% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 48,319.643 | 14.69% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 36,006.044 | 10.94% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 29,905.720 | 9.09% |
Appendix B-11
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL REAL ESTATE SECURITIES FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,193,104.777 | 38.79% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 621,859.788 | 20.22% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 619,725.318 | 20.15% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | R6 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 45,256.656 | 51.62% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | R6 | MATRIX TRUST COMPANY CUST FBO MILLEN, WHITE, ZELANO & BRANIGAN, PO BOX 52129 PHOENIX AZ 85072-2129 | 11,210.966 | 12.79% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | R6 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 10,523.222 | 12.00% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | R6 | MATRIX TRUST COMPANY CUST. FBO CREATIVE DIE MOLD CORP 401K PSP 717 17TH STREET SUITE 1300 DENVER CO 80202-3304 | 7,730.906 | 8.82% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | R6 | MAC & CO 482463 ATTN MUTUAL FUND OPS 500 GRANT STREET ROOM 151-1010 PITTSBURGH PA 15219-2502 | 5,504.159 | 6.28% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 4,480,919.290 | 29.24% |
Appendix B-12
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL REAL ESTATE SECURITIES FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,901,813.857 | 25.46% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 2,484,555.280 | 16.22% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 988,968.970 | 6.45% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 830,009.184 | 5.42% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,303,528.605 | 36.53% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,222,483.290 | 34.26% | ||||
GLOBAL REAL ESTATE SECURITIES FUND | Y | EQUITY GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 549,695.943 | 15.41% |
Appendix B-13
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GLOBAL REAL ESTATE SECURITIES FUND | Y | MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 199,420.093 | 5.59% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 350,579.120 | 65.69% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 71,248.999 | 13.35% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | A | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 28,603.544 | 5.36% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 79,468.899 | 35.38% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 51,184.731 | 22.79% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 34,649.880 | 15.43% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 24,130.078 | 10.74% |
Appendix B-14
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 18,148.277 | 8.08% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,111,064.986 | 39.63% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 1,779,338.319 | 22.67% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,506,200.023 | 19.19% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 11,325,229.123 | 31.03% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 6,280,660.138 | 17.21% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 5,863,313.716 | 16.06% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 4,519,547.046 | 12.38% |
Appendix B-15
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 2,738,578.315 | 7.50% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 1,954,162.925 | 5.35% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY AS DISCRETIONARY INVESTMENT MANAGE FBO ALTAMED HEALTH SERVICE CORP 2040 CAMFIELD AVE LOS ANGELES CA 90040-1502 | 844,275.193 | 61.94% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR SPIRE ALABAMA INC FBO ALABAMA GAS CORP RET HOURLY EMPLOYEE BENEFIT PLANS TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 207,228.006 | 15.20% | ||||
INTERNATIONAL DEVELOPED MARKETS FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR SPIRE ALABAMA INC FBO ALABAMA GAS CORP RET SALARIED EMPLOYEE BENEFIT PLANS TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 142,246.416 | 10.44% | ||||
INVESTMENT GRADE BOND FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 248,900.599 | 67.10% | ||||
INVESTMENT GRADE BOND FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 57,651.437 | 15.54% |
Appendix B-16
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
INVESTMENT GRADE BOND FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 20,441.228 | 5.51% | ||||
INVESTMENT GRADE BOND FUND | A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 18,844.426 | 5.08% | ||||
INVESTMENT GRADE BOND FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 128,698.231 | 44.39% | ||||
INVESTMENT GRADE BOND FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 62,518.531 | 21.57% | ||||
INVESTMENT GRADE BOND FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 40,066.077 | 13.82% | ||||
INVESTMENT GRADE BOND FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 26,808.380 | 9.25% | ||||
INVESTMENT GRADE BOND FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 23,412.735 | 8.08% |
Appendix B-17
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
INVESTMENT GRADE BOND FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,069,581.733 | 43.46% | ||||
INVESTMENT GRADE BOND FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 643,758.304 | 26.16% | ||||
INVESTMENT GRADE BOND FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 331,068.937 | 13.45% | ||||
INVESTMENT GRADE BOND FUND | R6 | MATRIX TRUST COMPANY CUST. FBO CREATIVE DIE MOLD CORP 401K PSP 717 17TH STREET SUITE 1300 DENVER CO 80202-3304 | 39,527.515 | 87.96% | ||||
INVESTMENT GRADE BOND FUND | R6 | MATRIX TRUST COMPANY CUST. FBO CALL HENRY INC 401(K) P/S PLAN 717 17TH STREET SUITE 1300 DENVER CO 80202-3304 | 2,888.763 | 6.43% | ||||
INVESTMENT GRADE BOND FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 15,768,465.148 | 52.20% | ||||
INVESTMENT GRADE BOND FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 5,469,307.109 | 18.11% | ||||
INVESTMENT GRADE BOND FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 2,187,648.917 | 7.24% |
Appendix B-18
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
INVESTMENT GRADE BOND FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,906,008.654 | 6.31% | ||||
INVESTMENT GRADE BOND FUND | Y | BERRIEN COUNTY HEALTHCARE TRUST BERRIEN COUNTY ADMINISTRATION CTR 701 MAIN ST SAINT JOSEPH MI 49085-1316 | 662,425.504 | 32.62% | ||||
INVESTMENT GRADE BOND FUND | Y | RIF MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 626,533.782 | 30.85% | ||||
INVESTMENT GRADE BOND FUND | Y | NATIONAL MINING ASSOCIATION BUILDING RESERVE ACCOUNT NORI C JONES SR VP FIN & ADMIN 101 CONSTITUTION AVE NW STE 500E WASHINGTON DC 20001-2133 | 452,378.022 | 22.28% | ||||
INVESTMENT GRADE BOND FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR AGFIRST FBO AGFIRST FARM CREDIT BANK SUPP EXEC TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 211,300.684 | 10.40% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 129,436.948 | 80.78% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 20,248.687 | 12.64% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 9,796.584 | 38.81% |
Appendix B-19
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTI-ASSET GROWTH STRATEGY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 7,550.584 | 29.91% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | C | CETERA INVESTMENT SVCS (FBO) KEITH E MANUEL KERNERSVILLE NC 27284 | 4,871.479 | 19.30% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,330.431 | 5.27% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 5,371,948.265 | 38.23% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 3,317,916.916 | 23.61% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 2,704,497.789 | 19.25% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 20,562,773.897 | 34.03% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 8,236,682.077 | 13.63% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 7,920,309.416 | 13.11% |
Appendix B-20
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTI-ASSET GROWTH STRATEGY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 7,461,494.719 | 12.35% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 5,192,547.625 | 8.59% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 3,728,759.453 | 6.17% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 8,341,538.566 | 58.75% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | Y | EQUITY GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 3,520,068.724 | 24.79% | ||||
MULTI-ASSET GROWTH STRATEGY FUND | Y | RIF GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,889,705.204 | 13.31% | ||||
MULTIFACTOR BOND FUND | Y | MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 3,335,195.675 | 80.76% |
Appendix B-21
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTIFACTOR BOND FUND | Y | CONSERVATIVE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 794,357.908 | 19.24% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,030,612.120 | 60.51% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 654,751.725 | 38.44% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | R6 | MATRIX TRUST COMPANY AS AGENT FOR NEWPORT TRUST COMPANY GERRITY GROUP, LLC 401(K) SAVI NGS PLAN 35 IRON POINT CIRCLE FOLSOM CA 95630-8587 | 4,573.260 | 100.00% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,279,193.756 | 37.23% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 3,117,104.756 | 35.39% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 1,506,249.121 | 17.10% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | S | TD AMERITRADE INC FBO OUR CUSTOMERS PO BOX 2226 OMAHA NE 68103-2226 | 720,480.731 | 8.18% |
Appendix B-22
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | Y | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 6,619,366.618 | 30.21% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 5,544,635.376 | 25.31% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 5,013,446.884 | 22.88% | ||||
MULTIFACTOR INTERNATIONAL EQUITY FUND | Y | EQUITY GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 2,520,143.841 | 11.50% | ||||
MULTIFACTOR U.S. EQUITY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 572,284.861 | 93.08% | ||||
MULTIFACTOR U.S. EQUITY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 95,653.495 | 56.70% | ||||
MULTIFACTOR U.S. EQUITY FUND | C | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 54,269.521 | 32.17% | ||||
MULTIFACTOR U.S. EQUITY FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 676,035.072 | 59.24% | ||||
MULTIFACTOR U.S. EQUITY FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 431,211.916 | 37.78% |
Appendix B-23
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTIFACTOR U.S. EQUITY FUND | R6 | RUSSELL INVESTMENT MANAGEMENT LLC ATTN MARK SWANSON 1301 SECOND AVENUE 18TH FLOOR SEATTLE WA 98101-3814 | 13,697.165 | 55.56% | ||||
MULTIFACTOR U.S. EQUITY FUND | R6 | MATRIX TRUST COMPANY AS AGENT FOR NEWPORT TRUST COMPANY GERRITY GROUP, LLC 401(K) SAVI NGS PLAN 35 IRON POINT CIRCLE FOLSOM CA 95630-8587 | 10,956.456 | 44.44% | ||||
MULTIFACTOR U.S. EQUITY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 3,793,202.976 | 51.94% | ||||
MULTIFACTOR U.S. EQUITY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,707,330.833 | 23.38% | ||||
MULTIFACTOR U.S. EQUITY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 1,009,271.671 | 13.82% | ||||
MULTIFACTOR U.S. EQUITY FUND | S | TD AMERITRADE INC FBO OUR CUSTOMERS PO BOX 2226 OMAHA NE 68103-2226 | 383,654.363 | 5.25% | ||||
MULTIFACTOR U.S. EQUITY FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 10,544,004.739 | 30.35% | ||||
MULTIFACTOR U.S. EQUITY FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 8,395,042.272 | 24.16% |
Appendix B-24
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTIFACTOR U.S. EQUITY FUND | Y | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 8,190,482.846 | 23.57% | ||||
MULTIFACTOR U.S. EQUITY FUND | Y | EQUITY GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 4,927,830.635 | 14.18% | ||||
MULTI-STRATEGY INCOME FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 198,728.599 | 44.10% | ||||
MULTI-STRATEGY INCOME FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 80,903.173 | 17.95% | ||||
MULTI-STRATEGY INCOME FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 47,349.728 | 10.51% | ||||
MULTI-STRATEGY INCOME FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 45,913.875 | 10.19% | ||||
MULTI-STRATEGY INCOME FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 34,450.012 | 7.64% | ||||
MULTI-STRATEGY INCOME FUND | A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 30,925.091 | 6.86% |
Appendix B-25
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTI-STRATEGY INCOME FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 167,358.009 | 34.48% | ||||
MULTI-STRATEGY INCOME FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 96,931.626 | 19.97% | ||||
MULTI-STRATEGY INCOME FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 94,087.847 | 19.38% | ||||
MULTI-STRATEGY INCOME FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 79,681.409 | 16.41% | ||||
MULTI-STRATEGY INCOME FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 32,535.583 | 6.70% | ||||
MULTI-STRATEGY INCOME FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,881,034.020 | 40.15% | ||||
MULTI-STRATEGY INCOME FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 919,601.824 | 19.63% | ||||
MULTI-STRATEGY INCOME FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 800,816.294 | 17.09% |
Appendix B-26
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTI-STRATEGY INCOME FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 23,019,164.577 | 62.95% | ||||
MULTI-STRATEGY INCOME FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,255,198.578 | 8.90% | ||||
MULTI-STRATEGY INCOME FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 2,801,208.960 | 7.66% | ||||
MULTI-STRATEGY INCOME FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 2,354,507.703 | 6.44% | ||||
MULTI-STRATEGY INCOME FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 7,978,424.648 | 52.83% | ||||
MULTI-STRATEGY INCOME FUND | Y | CONSERVATIVE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 2,159,750.973 | 14.30% | ||||
MULTI-STRATEGY INCOME FUND | Y | MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 2,157,174.739 | 14.28% |
Appendix B-27
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MULTI-STRATEGY INCOME FUND | Y | RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,920,384.923 | 12.72% | ||||
MULTI-STRATEGY INCOME FUND | Y | RIF MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 885,485.787 | 5.86% | ||||
OPPORTUNISTIC CREDIT FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 163,879.714 | 55.63% | ||||
OPPORTUNISTIC CREDIT FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 61,349.684 | 20.83% | ||||
OPPORTUNISTIC CREDIT FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 17,887.658 | 6.07% | ||||
OPPORTUNISTIC CREDIT FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 133,870.715 | 43.28% | ||||
OPPORTUNISTIC CREDIT FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 44,873.198 | 14.51% |
Appendix B-28
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
OPPORTUNISTIC CREDIT FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 40,865.563 | 13.21% | ||||
OPPORTUNISTIC CREDIT FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 37,451.427 | 12.11% | ||||
OPPORTUNISTIC CREDIT FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 33,708.480 | 10.90% | ||||
OPPORTUNISTIC CREDIT FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 4,200,009.219 | 41.98% | ||||
OPPORTUNISTIC CREDIT FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 2,207,494.504 | 22.07% | ||||
OPPORTUNISTIC CREDIT FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 2,065,882.396 | 20.65% | ||||
OPPORTUNISTIC CREDIT FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 29,260,074.911 | 44.84% | ||||
OPPORTUNISTIC CREDIT FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 10,428,222.355 | 15.98% |
Appendix B-29
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
OPPORTUNISTIC CREDIT FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 8,497,520.887 | 13.02% | ||||
OPPORTUNISTIC CREDIT FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 6,969,232.191 | 10.68% | ||||
OPPORTUNISTIC CREDIT FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR RUSSELL INVESTMENTS GROUP INC FBO RUSSELL INVESTMENTS RETIREMENT PLAN 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 359,099.982 | 99.87% | ||||
SHORT DURATION BOND FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 345,865.411 | 42.72% | ||||
SHORT DURATION BOND FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 112,149.045 | 13.85% | ||||
SHORT DURATION BOND FUND | A | J.P. MORGAN SECURITIES LLC FBO 584-13796-12 4 CHASE METROTECH CTR BROOKLYN NY 11245-0001 | 103,896.104 | 12.83% | ||||
SHORT DURATION BOND FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 73,225.194 | 9.04% | ||||
SHORT DURATION BOND FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 67,226.434 | 8.30% | ||||
SHORT DURATION BOND FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 394,894.275 | 35.25% |
Appendix B-30
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
SHORT DURATION BOND FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 217,986.501 | 19.46% | ||||
SHORT DURATION BOND FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 201,639.167 | 18.00% | ||||
SHORT DURATION BOND FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 119,720.573 | 10.69% | ||||
SHORT DURATION BOND FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 81,049.337 | 7.23% | ||||
SHORT DURATION BOND FUND | C | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 74,459.760 | 6.65% | ||||
SHORT DURATION BOND FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 436,476.405 | 43.43% | ||||
SHORT DURATION BOND FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 251,864.851 | 25.06% | ||||
SHORT DURATION BOND FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 176,295.494 | 17.54% | ||||
SHORT DURATION BOND FUND | R6 | ASCENSUS TRUST COMPANY FBO FIRST CHOICE BUILDING PRODUCTS 401 234969 P.O. BOX 10758 FARGO ND 58106-0758 | 18,839.084 | 73.86% |
Appendix B-31
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
SHORT DURATION BOND FUND | R6 | MATRIX TRUST COMPANY CUST. FBO CREATIVE DIE MOLD CORP 401K PSP 717 17TH STREET SUITE 1300 DENVER CO 80202-3304 | 4,834.461 | 18.95% | ||||
SHORT DURATION BOND FUND | R6 | MATRIX TRUST COMPANY AS AGENT FOR ADVISOR TRUST, INC. DELTA MEDICAL SYSTEMS, INC. 401(K) 717 17TH STREET, SUITE 1300 DENVER CO 80202-3304 | 1,676.121 | 6.57% | ||||
SHORT DURATION BOND FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 3,366,422.410 | 27.85% | ||||
SHORT DURATION BOND FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,006,250.095 | 24.87% | ||||
SHORT DURATION BOND FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 2,200,946.372 | 18.21% | ||||
SHORT DURATION BOND FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 676,380.069 | 5.59% | ||||
SHORT DURATION BOND FUND | Y | UBS WM USA 0O0 11011 6100 OMNI ACCOUNT M/F SPEC CDY A/C EBOC UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 3,439,778.818 | 52.93% | ||||
SHORT DURATION BOND FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR SPIRE ALABAMA INC FBO ALABAMA GAS CORP RET HOURLY EMPLOYEE BENEFIT PLANS TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,027,617.653 | 15.81% |
Appendix B-32
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
SHORT DURATION BOND FUND | Y | CONSERVATIVE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 812,223.818 | 12.50% | ||||
SHORT DURATION BOND FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR SPIRE ALABAMA INC FBO ALABAMA GAS CORP RET SALARIED EMPLOYEE BENEFIT PLANS TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 700,403.917 | 10.78% | ||||
STRATEGIC BOND FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,699,582.362 | 68.98% | ||||
STRATEGIC BOND FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 235,111.672 | 9.54% | ||||
STRATEGIC BOND FUND | A | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 182,769.430 | 7.42% | ||||
STRATEGIC BOND FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 419,422.532 | 28.99% | ||||
STRATEGIC BOND FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 305,059.424 | 21.09% |
Appendix B-33
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
STRATEGIC BOND FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 264,265.401 | 18.27% | ||||
STRATEGIC BOND FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 223,405.155 | 15.44% | ||||
STRATEGIC BOND FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 116,577.172 | 8.06% | ||||
STRATEGIC BOND FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 22,639,288.080 | 40.13% | ||||
STRATEGIC BOND FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 12,180,256.263 | 21.59% | ||||
STRATEGIC BOND FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 10,037,072.427 | 17.79% | ||||
STRATEGIC BOND FUND | R6 | MATRIX TRUST COMPANY CUST. FBO CREATIVE DIE MOLD CORP 401K PSP 717 17TH STREET SUITE 1300 DENVER CO 80202-3304 | 77,311.889 | 56.54% |
Appendix B-34
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
STRATEGIC BOND FUND | R6 | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 21,548.501 | 15.76% | ||||
STRATEGIC BOND FUND | R6 | VOYA INSTITUTIONAL TRUST COMPANY 1 ORANGE WAY WINDSOR CT 06095-4773 | 14,408.452 | 10.54% | ||||
STRATEGIC BOND FUND | R6 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 10,812.868 | 7.91% | ||||
STRATEGIC BOND FUND | R6 | MATRIX TRUST COMPANY AS AGENT FOR ADVISOR TRUST, INC. DELTA MEDICAL SYSTEMS, INC. 401(K) 717 17TH STREET, SUITE 1300 DENVER CO 80202-3304 | 7,759.030 | 5.67% | ||||
STRATEGIC BOND FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 58,464,680.068 | 25.53% | ||||
STRATEGIC BOND FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 43,817,728.503 | 19.13% | ||||
STRATEGIC BOND FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 38,411,885.622 | 16.77% |
Appendix B-35
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
STRATEGIC BOND FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 36,814,879.587 | 16.07% | ||||
STRATEGIC BOND FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 16,915,481.482 | 7.39% | ||||
STRATEGIC BOND FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 14,338,518.835 | 6.26% | ||||
STRATEGIC BOND FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 28,758,140.618 | 36.34% | ||||
STRATEGIC BOND FUND | Y | LOAN COLLATERAL ACCOUNT PNC BANK, NATIONAL ASSOCIATION EDUCATIONAL TESTING SERVICE 600 CUTHBERT BLVD 5TH FLOOR HADDON TOWNSHIP NJ 08108-3642 | 14,918,818.877 | 18.85% | ||||
STRATEGIC BOND FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY AS DISCRETIONARY INVESTMENT MANAGE FBO ALTAMED HEALTH SERVICE CORP 2040 CAMFIELD AVE LOS ANGELES CA 90040-1502 | 9,888,674.276 | 12.50% | ||||
STRATEGIC BOND FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 7,805,378.494 | 9.86% |
Appendix B-36
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
STRATEGIC BOND FUND | Y | CONSERVATIVE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 7,543,128.394 | 9.53% | ||||
STRATEGIC BOND FUND | Y | MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 7,312,713.710 | 9.24% | ||||
SUSTAINABLE EQUITY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 204,971.379 | 48.90% | ||||
SUSTAINABLE EQUITY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 54,623.537 | 13.03% | ||||
SUSTAINABLE EQUITY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 50,330.402 | 12.01% | ||||
SUSTAINABLE EQUITY FUND | A | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 41,480.739 | 9.90% | ||||
SUSTAINABLE EQUITY FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 27,304.719 | 6.51% | ||||
SUSTAINABLE EQUITY FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 21,623.679 | 5.16% |
Appendix B-37
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
SUSTAINABLE EQUITY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 212,462.809 | 38.28% | ||||
SUSTAINABLE EQUITY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 116,138.266 | 20.93% | ||||
SUSTAINABLE EQUITY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 81,957.220 | 14.77% | ||||
SUSTAINABLE EQUITY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 44,196.843 | 7.96% | ||||
SUSTAINABLE EQUITY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 41,701.904 | 7.51% | ||||
SUSTAINABLE EQUITY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,061,009.425 | 26.06% | ||||
SUSTAINABLE EQUITY FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 775,990.072 | 19.06% | ||||
SUSTAINABLE EQUITY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 357,093.465 | 8.77% | ||||
SUSTAINABLE EQUITY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 342,125.388 | 8.40% |
Appendix B-38
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
SUSTAINABLE EQUITY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 286,244.619 | 7.03% | ||||
SUSTAINABLE EQUITY FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 268,996.693 | 6.61% | ||||
SUSTAINABLE EQUITY FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY FOR SPIRE ALABAMA INC FBO ALABAMA GAS CORP RET HOURLY EMPLOYEE BENEFIT PLANS TRUST 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 164,533.494 | 83.64% | ||||
SUSTAINABLE EQUITY FUND | Y | NATIONAL MINING ASSOCIATION BUILDING RESERVE ACCOUNT NORI C JONES SR VP FIN & ADMIN 101 CONSTITUTION AVE NW STE 500E WASHINGTON DC 20001-2133 | 32,172.355 | 16.36% | ||||
TAX-EXEMPT BOND FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 966,170.476 | 60.45% | ||||
TAX-EXEMPT BOND FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 263,466.836 | 16.48% | ||||
TAX-EXEMPT BOND FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 95,654.393 | 5.98% | ||||
TAX-EXEMPT BOND FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 489,021.649 | 45.45% | ||||
TAX-EXEMPT BOND FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 163,187.360 | 15.17% |
Appendix B-39
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-EXEMPT BOND FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 155,797.301 | 14.48% | ||||
TAX-EXEMPT BOND FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 74,596.785 | 6.93% | ||||
TAX-EXEMPT BOND FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 67,868.492 | 6.31% | ||||
TAX-EXEMPT BOND FUND | C | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 61,456.339 | 5.71% | ||||
TAX-EXEMPT BOND FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 18,109,970.133 | 45.62% | ||||
TAX-EXEMPT BOND FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 8,240,340.954 | 20.76% | ||||
TAX-EXEMPT BOND FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 7,208,987.529 | 18.16% | ||||
TAX-EXEMPT BOND FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 32,720,937.217 | 28.77% | ||||
TAX-EXEMPT BOND FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 19,044,612.427 | 16.75% | ||||
TAX-EXEMPT BOND FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 16,978,835.483 | 14.93% |
Appendix B-40
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-EXEMPT BOND FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 15,933,337.320 | 14.01% | ||||
TAX-EXEMPT BOND FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 11,144,881.172 | 9.80% | ||||
TAX-EXEMPT BOND FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 7,968,768.006 | 7.01% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 980,950.069 | 52.68% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 679,148.101 | 36.48% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 222,933.609 | 46.37% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 73,466.135 | 15.28% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | C | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 45,982.485 | 9.56% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 32,564.303 | 6.77% |
Appendix B-41
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 15,418,746.580 | 44.86% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 7,401,081.770 | 21.53% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 6,552,138.356 | 19.06% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 24,410,809.523 | 27.63% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 15,901,452.154 | 18.00% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 14,882,241.956 | 16.85% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 14,778,357.873 | 16.73% | ||||
TAX-EXEMPT HIGH YIELD BOND FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 6,776,045.882 | 7.67% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,784,378.186 | 79.47% |
Appendix B-42
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 124,408.553 | 5.54% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 432,942.990 | 62.61% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 104,057.027 | 15.05% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | C | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 60,382.162 | 8.73% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 25,812,451.565 | 48.80% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 11,272,644.038 | 21.31% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 9,264,713.183 | 17.52% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 46,365,106.342 | 30.58% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 24,880,065.208 | 16.41% |
Appendix B-43
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 24,203,869.772 | 15.97% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 22,345,137.512 | 14.74% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 11,871,180.254 | 7.83% | ||||
TAX-MANAGED INTERNATIONAL EQUITY FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 9,619,569.818 | 6.35% | ||||
TAX-MANAGED REAL ASSETS FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 405,773.331 | 99.50% | ||||
TAX-MANAGED REAL ASSETS FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 30,531.467 | 79.91% | ||||
TAX-MANAGED REAL ASSETS FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 7,676.881 | 20.09% | ||||
TAX-MANAGED REAL ASSETS FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 8,259,331.532 | 49.23% |
Appendix B-44
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED REAL ASSETS FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 3,662,699.231 | 21.83% | ||||
TAX-MANAGED REAL ASSETS FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 2,788,661.845 | 16.62% | ||||
TAX-MANAGED REAL ASSETS FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 7,726,014.437 | 21.53% | ||||
TAX-MANAGED REAL ASSETS FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 6,912,249.864 | 19.27% | ||||
TAX-MANAGED REAL ASSETS FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 6,758,203.394 | 18.84% | ||||
TAX-MANAGED REAL ASSETS FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 4,118,568.265 | 11.48% | ||||
TAX-MANAGED REAL ASSETS FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 3,225,678.703 | 8.99% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 911,963.917 | 62.04% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 185,052.381 | 12.59% |
Appendix B-45
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED U.S. LARGE CAP FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 133,493.605 | 9.08% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 76,593.495 | 5.21% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 279,908.522 | 41.16% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 102,581.923 | 15.08% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 74,119.232 | 10.90% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | C | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 62,914.175 | 9.25% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 58,285.865 | 8.57% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 54,881.712 | 8.07% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | C | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 41,235.050 | 6.06% |
Appendix B-46
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED U.S. LARGE CAP FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 9,470,411.744 | 48.62% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 4,059,630.560 | 20.84% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 3,371,581.301 | 17.31% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 20,275,858.065 | 31.24% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 10,545,407.002 | 16.25% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 9,201,377.594 | 14.18% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 8,218,584.593 | 12.66% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 5,052,929.789 | 7.78% | ||||
TAX-MANAGED U.S. LARGE CAP FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 4,523,740.165 | 6.97% |
Appendix B-47
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 372,997.124 | 50.23% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 192,848.505 | 25.97% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 66,451.798 | 8.95% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 40,087.503 | 5.40% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 38,105.722 | 5.13% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 187,017.678 | 38.82% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 59,968.707 | 12.45% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 53,198.880 | 11.04% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | C | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 52,577.162 | 10.91% |
Appendix B-48
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 39,206.613 | 8.14% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | C | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 38,580.287 | 8.01% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 26,685.783 | 5.54% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,373,447.277 | 52.86% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 1,178,301.852 | 18.46% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,011,901.251 | 15.86% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 6,878,188.444 | 29.04% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,927,596.375 | 16.58% |
Appendix B-49
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 3,541,323.429 | 14.95% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 2,892,052.507 | 12.21% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 2,640,916.579 | 11.15% | ||||
TAX-MANAGED U.S. MID & SMALL CAP FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 1,593,177.992 | 6.73% | ||||
U.S. SMALL CAP EQUITY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 308,811.014 | 59.52% | ||||
U.S. SMALL CAP EQUITY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 67,950.553 | 13.10% | ||||
U.S. SMALL CAP EQUITY FUND | A | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 52,969.381 | 10.21% | ||||
U.S. SMALL CAP EQUITY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 124,173.975 | 38.22% | ||||
U.S. SMALL CAP EQUITY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 90,657.262 | 27.90% |
Appendix B-50
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
U.S. SMALL CAP EQUITY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 42,882.605 | 13.20% | ||||
U.S. SMALL CAP EQUITY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 22,855.092 | 7.03% | ||||
U.S. SMALL CAP EQUITY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 22,803.221 | 7.02% | ||||
U.S. SMALL CAP EQUITY FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,640,838.825 | 40.55% | ||||
U.S. SMALL CAP EQUITY FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 866,649.831 | 21.42% | ||||
U.S. SMALL CAP EQUITY FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 848,182.650 | 20.96% | ||||
U.S. SMALL CAP EQUITY FUND | R6 | MATRIX TRUST COMPANY CUST. FBO CREATIVE DIE MOLD CORP 401K PSP 717 17TH STREET SUITE 1300 DENVER CO 80202-3304 | 11,921.165 | 67.31% | ||||
U.S. SMALL CAP EQUITY FUND | R6 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 4,697.320 | 26.52% | ||||
U.S. SMALL CAP EQUITY FUND | R6 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 1,091.437 | 6.16% |
Appendix B-51
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
U.S. SMALL CAP EQUITY FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 13,702,511.776 | 44.90% | ||||
U.S. SMALL CAP EQUITY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 3,950,585.387 | 12.94% | ||||
U.S. SMALL CAP EQUITY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 3,490,635.175 | 11.44% | ||||
U.S. SMALL CAP EQUITY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 3,385,821.490 | 11.09% | ||||
U.S. SMALL CAP EQUITY FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,154,990.041 | 26.24% | ||||
U.S. SMALL CAP EQUITY FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 987,619.637 | 22.44% | ||||
U.S. SMALL CAP EQUITY FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY AS DISCRETIONARY INVESTMENT MANAGE FBO ALTAMED HEALTH SERVICE CORP 2040 CAMFIELD AVE LOS ANGELES CA 90040-1502 | 710,798.786 | 16.15% | ||||
U.S. SMALL CAP EQUITY FUND | Y | EQUITY GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 516,368.911 | 11.73% |
Appendix B-52
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
U.S. SMALL CAP EQUITY FUND | Y | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 490,989.842 | 11.15% | ||||
U.S. SMALL CAP EQUITY FUND | Y | MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 250,764.119 | 5.70% | ||||
U.S. STRATEGIC EQUITY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 276,640.546 | 41.18% | ||||
U.S. STRATEGIC EQUITY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 155,516.197 | 23.15% | ||||
U.S. STRATEGIC EQUITY FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 58,344.728 | 8.68% | ||||
U.S. STRATEGIC EQUITY FUND | A | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 56,029.866 | 8.34% | ||||
U.S. STRATEGIC EQUITY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 54,303.672 | 8.08% | ||||
U.S. STRATEGIC EQUITY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 86,478.268 | 21.60% |
Appendix B-53
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
U.S. STRATEGIC EQUITY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 65,442.026 | 16.35% | ||||
U.S. STRATEGIC EQUITY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 61,949.830 | 15.47% | ||||
U.S. STRATEGIC EQUITY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 61,246.496 | 15.30% | ||||
U.S. STRATEGIC EQUITY FUND | C | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 55,142.095 | 13.77% | ||||
U.S. STRATEGIC EQUITY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 41,923.488 | 10.47% | ||||
U.S. STRATEGIC EQUITY FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 14,730,644.244 | 38.94% | ||||
U.S. STRATEGIC EQUITY FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 8,980,875.111 | 23.74% | ||||
U.S. STRATEGIC EQUITY FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 7,234,681.546 | 19.12% | ||||
U.S. STRATEGIC EQUITY FUND | S | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 89,998,438.783 | 43.65% |
Appendix B-54
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
U.S. STRATEGIC EQUITY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 31,874,191.981 | 15.46% | ||||
U.S. STRATEGIC EQUITY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 22,885,526.478 | 11.10% | ||||
U.S. STRATEGIC EQUITY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 22,195,209.958 | 10.76% | ||||
U.S. STRATEGIC EQUITY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 12,727,837.171 | 6.17% | ||||
UNCONSTRAINED TOTAL RETURN FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 16,992.832 | 100.00% | ||||
UNCONSTRAINED TOTAL RETURN FUND | C | RUSSELL INVESTMENT MANAGEMENT LLC ATTN MARK SWANSON 1301 SECOND AVENUE 18TH FLOOR SEATTLE WA 98101-3814 | 10,985.268 | 52.24% | ||||
UNCONSTRAINED TOTAL RETURN FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 9,138.024 | 43.46% | ||||
UNCONSTRAINED TOTAL RETURN FUND | M | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,012,321.367 | 33.49% | ||||
UNCONSTRAINED TOTAL RETURN FUND | M | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 629,597.265 | 20.83% |
Appendix B-55
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
UNCONSTRAINED TOTAL RETURN FUND | M | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 563,876.357 | 18.66% | ||||
UNCONSTRAINED TOTAL RETURN FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,715,384.776 | 22.58% | ||||
UNCONSTRAINED TOTAL RETURN FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 1,577,066.900 | 20.76% | ||||
UNCONSTRAINED TOTAL RETURN FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,374,180.603 | 18.09% | ||||
UNCONSTRAINED TOTAL RETURN FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 985,609.131 | 12.98% | ||||
UNCONSTRAINED TOTAL RETURN FUND | S | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 910,331.235 | 11.98% | ||||
UNCONSTRAINED TOTAL RETURN FUND | Y | BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 2,315,982.401 | 30.61% | ||||
UNCONSTRAINED TOTAL RETURN FUND | Y | GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,958,104.964 | 25.88% |
Appendix B-56
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
UNCONSTRAINED TOTAL RETURN FUND | Y | RUSSELL INVESTMENTS TRUST COMPANY AS DISCRETIONARY INVESTMENT MANAGE FBO ALTAMED HEALTH SERVICE CORP 2040 CAMFIELD AVE LOS ANGELES CA 90040-1502 | 1,588,374.494 | 20.99% | ||||
UNCONSTRAINED TOTAL RETURN FUND | Y | RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 555,599.560 | 7.34% | ||||
UNCONSTRAINED TOTAL RETURN FUND | Y | MODERATE STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 499,787.013 | 6.61% | ||||
UNCONSTRAINED TOTAL RETURN FUND | Y | RIF GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 443,534.200 | 5.86% | ||||
BALANCED STRATEGY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 26,300,300.620 | 66.98% | ||||
BALANCED STRATEGY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 4,356,649.163 | 11.10% | ||||
BALANCED STRATEGY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 3,294,081.664 | 8.39% | ||||
BALANCED STRATEGY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 8,483,788.623 | 27.78% |
Appendix B-57
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
BALANCED STRATEGY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 8,093,708.206 | 26.50% | ||||
BALANCED STRATEGY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 6,197,113.470 | 20.29% | ||||
BALANCED STRATEGY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 2,442,196.636 | 8.00% | ||||
BALANCED STRATEGY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 2,082,882.806 | 6.82% | ||||
BALANCED STRATEGY FUND | R1 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 519,353.148 | 33.92% | ||||
BALANCED STRATEGY FUND | R1 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 475,393.464 | 31.05% | ||||
BALANCED STRATEGY FUND | R1 | NONAB & CO FBO NORTHERN TIER VETERINARY CLINI 90 MAIN ST WELLSBORO PA 16901-1517 | 185,135.718 | 12.09% | ||||
BALANCED STRATEGY FUND | R1 | GREAT-WEST TRUST COMPANY LLC FBO EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002 | 89,823.291 | 5.87% |
Appendix B-58
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
BALANCED STRATEGY FUND | R1 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 83,788.655 | 5.47% | ||||
BALANCED STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY USA JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 3,085,449.119 | 87.11% | ||||
BALANCED STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 191,804.453 | 5.42% | ||||
BALANCED STRATEGY FUND | R5 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 945,706.228 | 35.80% | ||||
BALANCED STRATEGY FUND | R5 | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001 | 841,903.558 | 31.87% | ||||
BALANCED STRATEGY FUND | R5 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 338,567.669 | 12.82% | ||||
BALANCED STRATEGY FUND | R5 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 136,735.319 | 5.18% | ||||
BALANCED STRATEGY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 4,409,339.645 | 33.31% |
Appendix B-59
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
BALANCED STRATEGY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 3,250,290.119 | 24.55% | ||||
BALANCED STRATEGY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,259,620.715 | 9.52% | ||||
BALANCED STRATEGY FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 909,546.069 | 6.87% | ||||
BALANCED STRATEGY FUND | S | TD AMERITRADE INC FBO OUR CUSTOMERS PO BOX 2226 OMAHA NE 68103-2226 | 871,193.420 | 6.58% | ||||
CONSERVATIVE STRATEGY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 3,391,450.526 | 65.24% | ||||
CONSERVATIVE STRATEGY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 564,516.335 | 10.86% | ||||
CONSERVATIVE STRATEGY FUND | A | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 299,135.935 | 5.75% | ||||
CONSERVATIVE STRATEGY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 297,203.720 | 5.72% | ||||
CONSERVATIVE STRATEGY FUND | A | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 273,628.213 | 5.26% | ||||
CONSERVATIVE STRATEGY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,791,078.334 | 27.18% |
Appendix B-60
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
CONSERVATIVE STRATEGY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 1,689,621.178 | 25.64% | ||||
CONSERVATIVE STRATEGY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 1,145,151.051 | 17.38% | ||||
CONSERVATIVE STRATEGY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 792,286.817 | 12.02% | ||||
CONSERVATIVE STRATEGY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 510,982.739 | 7.75% | ||||
CONSERVATIVE STRATEGY FUND | R1 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 165,389.195 | 62.80% | ||||
CONSERVATIVE STRATEGY FUND | R1 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 74,549.576 | 28.31% | ||||
CONSERVATIVE STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY USA JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 602,009.574 | 90.62% |
Appendix B-61
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
CONSERVATIVE STRATEGY FUND | R4 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 35,179.219 | 5.30% | ||||
CONSERVATIVE STRATEGY FUND | R5 | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001 | 276,049.235 | 44.87% | ||||
CONSERVATIVE STRATEGY FUND | R5 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 89,018.624 | 14.47% | ||||
CONSERVATIVE STRATEGY FUND | R5 | GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 | 58,715.329 | 9.54% | ||||
CONSERVATIVE STRATEGY FUND | R5 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 56,948.554 | 9.26% | ||||
CONSERVATIVE STRATEGY FUND | R5 | TALCOTT RESOLUTION LIFE INSURANCE COMPANY ATTN UIT OPERATIONS PO BOX 5051 HARTFORD CT 06102-5051 | 31,461.897 | 5.11% | ||||
CONSERVATIVE STRATEGY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,051,427.121 | 49.85% | ||||
CONSERVATIVE STRATEGY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 238,998.771 | 11.33% |
Appendix B-62
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
CONSERVATIVE STRATEGY FUND | S | TD AMERITRADE INC FBO OUR CUSTOMERS PO BOX 2226 OMAHA NE 68103-2226 | 156,110.561 | 7.40% | ||||
CONSERVATIVE STRATEGY FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 135,667.634 | 6.43% | ||||
EQUITY GROWTH STRATEGY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 4,522,804.804 | 43.96% | ||||
EQUITY GROWTH STRATEGY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 2,991,487.423 | 29.08% | ||||
EQUITY GROWTH STRATEGY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 1,400,783.383 | 13.62% | ||||
EQUITY GROWTH STRATEGY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 2,566,483.699 | 26.82% | ||||
EQUITY GROWTH STRATEGY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 2,347,512.323 | 24.53% | ||||
EQUITY GROWTH STRATEGY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,689,718.050 | 17.66% | ||||
EQUITY GROWTH STRATEGY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,051,561.423 | 10.99% |
Appendix B-63
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EQUITY GROWTH STRATEGY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 799,004.455 | 8.35% | ||||
EQUITY GROWTH STRATEGY FUND | C | RBC CAPITAL MARKETS LLC ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST-P08 MINNEAPOLIS MN 55402-4413 | 550,194.592 | 5.75% | ||||
EQUITY GROWTH STRATEGY FUND | R1 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 67,387.265 | 24.98% | ||||
EQUITY GROWTH STRATEGY FUND | R1 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 64,096.180 | 23.76% | ||||
EQUITY GROWTH STRATEGY FUND | R1 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 38,789.682 | 14.38% | ||||
EQUITY GROWTH STRATEGY FUND | R1 | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 23,661.124 | 8.77% | ||||
EQUITY GROWTH STRATEGY FUND | R1 | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 18,835.788 | 6.98% | ||||
EQUITY GROWTH STRATEGY FUND | R1 | LPL FINANCIAL A/C 1000-0005 4707 EXECUTIVE DR SAN DIEGO CA 92121-3091 | 16,512.141 | 6.12% | ||||
EQUITY GROWTH STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY USA JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 851,809.753 | 87.71% |
Appendix B-64
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EQUITY GROWTH STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 67,760.868 | 6.98% | ||||
EQUITY GROWTH STRATEGY FUND | R5 | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001 | 231,192.077 | 42.29% | ||||
EQUITY GROWTH STRATEGY FUND | R5 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 107,095.867 | 19.59% | ||||
EQUITY GROWTH STRATEGY FUND | R5 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 97,814.097 | 17.89% | ||||
EQUITY GROWTH STRATEGY FUND | R5 | MID ATLANTIC TRUST COMPANY FBO MILLENNIUM PACKAGING, LP 401(K) PR 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 | 35,402.949 | 6.48% | ||||
EQUITY GROWTH STRATEGY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,677,025.831 | 33.16% | ||||
EQUITY GROWTH STRATEGY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 706,647.400 | 13.97% | ||||
EQUITY GROWTH STRATEGY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 574,379.406 | 11.36% |
Appendix B-65
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
EQUITY GROWTH STRATEGY FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 516,020.307 | 10.20% | ||||
EQUITY GROWTH STRATEGY FUND | S | TD AMERITRADE INC FBO OUR CUSTOMERS PO BOX 2226 OMAHA NE 68103-2226 | 415,025.586 | 8.21% | ||||
EQUITY GROWTH STRATEGY FUND | S | MATRIX TRUST COMPANY CUST FBO MINISTERS BENE ASSN SELECT RETIREM PO BOX 52129 PHOENIX AZ 85072-2129 | 262,941.340 | 5.20% | ||||
GROWTH STRATEGY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 21,948,446.368 | 71.54% | ||||
GROWTH STRATEGY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 3,251,868.788 | 10.60% | ||||
GROWTH STRATEGY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 1,952,791.171 | 6.37% | ||||
GROWTH STRATEGY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 5,580,999.255 | 29.03% | ||||
GROWTH STRATEGY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 4,719,549.051 | 24.55% | ||||
GROWTH STRATEGY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 4,241,605.649 | 22.06% |
Appendix B-66
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GROWTH STRATEGY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 1,338,789.620 | 6.96% | ||||
GROWTH STRATEGY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,253,782.050 | 6.52% | ||||
GROWTH STRATEGY FUND | R1 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 143,368.269 | 25.00% | ||||
GROWTH STRATEGY FUND | R1 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 135,141.644 | 23.57% | ||||
GROWTH STRATEGY FUND | R1 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 123,386.172 | 21.52% | ||||
GROWTH STRATEGY FUND | R1 | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 49,529.265 | 8.64% | ||||
GROWTH STRATEGY FUND | R1 | MID ATLANTIC TRUST COMPANY FBO BETA INDUSTRIES, INC. 401(K) RETIR 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 | 35,028.894 | 6.11% | ||||
GROWTH STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY USA JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 2,899,044.646 | 89.43% |
Appendix B-67
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GROWTH STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 184,205.923 | 5.68% | ||||
GROWTH STRATEGY FUND | R5 | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001 | 721,655.852 | 34.78% | ||||
GROWTH STRATEGY FUND | R5 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 561,170.896 | 27.04% | ||||
GROWTH STRATEGY FUND | R5 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 152,104.814 | 7.33% | ||||
GROWTH STRATEGY FUND | R5 | SMP HEALTH SYSTEM FBO EXEC NQ EXCESS OF SMP HEALTH ATTN AARON ALTON PO BOX 10007 FARGO ND 58106-0007 | 151,833.681 | 7.32% | ||||
GROWTH STRATEGY FUND | R5 | MID ATLANTIC TRUST COMPANY FBO WILLIAM NEALE & CO., P.C. 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 | 137,887.682 | 6.64% | ||||
GROWTH STRATEGY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 4,943,302.180 | 41.95% | ||||
GROWTH STRATEGY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 2,921,692.025 | 24.80% |
Appendix B-68
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
GROWTH STRATEGY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 1,178,666.240 | 10.00% | ||||
GROWTH STRATEGY FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 623,960.494 | 5.30% | ||||
MODERATE STRATEGY FUND | A | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 6,691,975.829 | 70.58% | ||||
MODERATE STRATEGY FUND | A | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 1,002,856.799 | 10.58% | ||||
MODERATE STRATEGY FUND | A | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 551,005.026 | 5.81% | ||||
MODERATE STRATEGY FUND | C | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 2,299,780.687 | 30.71% | ||||
MODERATE STRATEGY FUND | C | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 1,952,376.338 | 26.07% | ||||
MODERATE STRATEGY FUND | C | WELLS FARGO CLEARING SERVICES LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST SAINT LOUIS MO 63103-2523 | 1,197,578.732 | 15.99% | ||||
MODERATE STRATEGY FUND | C | CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN ST SAN FRANCISCO CA 94105-1905 | 825,828.273 | 11.03% |
Appendix B-69
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MODERATE STRATEGY FUND | C | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 544,745.214 | 7.27% | ||||
MODERATE STRATEGY FUND | R1 | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 85,280.231 | 33.22% | ||||
MODERATE STRATEGY FUND | R1 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 49,523.863 | 19.29% | ||||
MODERATE STRATEGY FUND | R1 | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 39,058.946 | 15.22% | ||||
MODERATE STRATEGY FUND | R1 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 28,740.878 | 11.20% | ||||
MODERATE STRATEGY FUND | R1 | MID ATLANTIC TRUST COMPANY FBO SURFACE MOUNT TECHNOLOGY CORPORATI 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 | 16,422.248 | 6.40% | ||||
MODERATE STRATEGY FUND | R1 | MID ATLANTIC TRUST COMPANY FBO BETA INDUSTRIES, INC. 401(K) RETIR 1251 WATERFRONT PL STE 525 PITTSBURGH PA 15222-4228 | 14,691.964 | 5.72% | ||||
MODERATE STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY USA JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 771,016.413 | 80.43% | ||||
MODERATE STRATEGY FUND | R4 | JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK JHRPS TRADING OPS ST-6 200 BERKELEY ST BOSTON MA 02116-5022 | 50,904.514 | 5.31% |
Appendix B-70
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MODERATE STRATEGY FUND | R5 | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001 | 287,185.991 | 40.83% | ||||
MODERATE STRATEGY FUND | R5 | AUL GROUP RETIREMENT ANNUITY SEPARATE ACCOUNT II ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 203,174.952 | 28.88% | ||||
MODERATE STRATEGY FUND | R5 | AUL AMERICAN UNIT INVESTMENT TRUST ATTN SEPARATE ACCOUNTS PO BOX 368 INDIANAPOLIS IN 46206-0368 | 120,431.564 | 17.12% | ||||
MODERATE STRATEGY FUND | S | NATIONAL FINANCIAL SERVICES LLC FOR THE EXCLUSIVE BENE OF OUR CUSTOMER ATTN MUTUAL FUNDS DEPT 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,165,029.039 | 33.70% | ||||
MODERATE STRATEGY FUND | S | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1102 | 606,541.527 | 17.54% | ||||
MODERATE STRATEGY FUND | S | PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-2052 | 535,056.752 | 15.48% | ||||
MODERATE STRATEGY FUND | S | CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 209,852.534 | 6.07% | ||||
MODERATE STRATEGY FUND | S | CHARLES SCHWAB & CO., INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN: MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905 | 209,288.232 | 6.05% |
Appendix B-71
Fund | Class of | Name and Address of | Number of Shares | Percentage of Class Owned | ||||
MODERATE STRATEGY FUND | S | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001 | 205,666.606 | 5.95% |
* | Each entity set forth in this column is the shareholder of record and may be deemed to be the beneficial owner of certain of the shares listed for certain purposes under the securities laws, although certain of the entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial ownership therein. |
Appendix B-72
RUSSELL INVESTMENT FUNDS
As of May 28, 2021, the following shareholders were beneficial owners of the percentages of outstanding shares of the Funds indicated below.
Aggressive Equity Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 6639427.896 | 42.21 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 4969567.808 | 31.59 | % | |||||
RIF BALANCED STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1153312.515 | 7.33 | % | |||||
RIF GROWTH STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 993020.403 | 6.31 | % |
Balanced Strategy Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 27689056.744 | 92.51 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 1585357.554 | 5.30 | % |
Fund | Name and Address of | Number of Shares | Percentage of Class Owned | |||
GLOBAL REAL ESTATE SECURITIES FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 46,927,666.963 | 70.70% | |||
GLOBAL REAL ESTATE SECURITIES FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 11,868,294.741 | 17.88% | |||
GLOBAL REAL ESTATE SECURITIES FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING N13 NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 3,480,109.979 | 5.24% | |||
INTERNATIONAL DEVELOPED MARKETS FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 12,076,754.521 | 42.42% | |||
INTERNATIONAL DEVELOPED MARKETS FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 10,943,490.136 | 38.44% | |||
INTERNATIONAL DEVELOPED MARKETS FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING N13 NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 1,556,110.280 | 5.47% | |||
STRATEGIC BOND FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 66,590,584.913 | 69.14% |
Appendix B-1B-73
Core Bond Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 46262033.298 | 62.60 | % | |||||
RIF BALANCED STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 8325607.615 | 11.27 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 7834023.976 | 10.60 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING N13 NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 4889158.327 | 6.62 | % |
Equity Growth Strategy Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 4343085.225 | 81.23 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 880839.443 | 16.47 | % |
Fund | Name and Address of | Number of Shares | Percentage of Class Owned | |||
STRATEGIC BOND FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 8,309,971.384 | 8.63% | |||
STRATEGIC BOND FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING N13 NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 7,568,048.653 | 7.86% | |||
STRATEGIC BOND FUND | RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 7,090,436.327 | 7.36% | |||
U.S. SMALL CAP EQUITY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 7,009,432.968 | 52.29% | |||
U.S. SMALL CAP EQUITY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 4,188,535.728 | 31.25% | |||
U.S. STRATEGIC EQUITY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 14,047,723.988 | 51.04% | |||
U.S. STRATEGIC EQUITY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 7,738,325.820 | 28.11% | |||
U.S. STRATEGIC EQUITY FUND | RIF GROWTH STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,834,442.197 | 6.66% |
Appendix B-2B-74
Global Real Estate Securities Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 31827025.248 | 69.16 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 10550924.509 | 22.93 | % |
Growth Strategy Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 17343778.627 | 88.68 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 1867377.217 | 9.55 | % |
Moderate Strategy Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 9795771.712 | 93.72 | % |
Fund | Name and Address of | Number of Shares | Percentage of Class Owned | |||
U.S. STRATEGIC EQUITY FUND | RIF BALANCED STRATEGY FUND RUSSELL INVESTMENTS - INV DIVISION FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1,553,151.344 | 5.64% | |||
BALANCED STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 21,084,384.340 | 86.45% | |||
BALANCED STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 2,843,035.055 | 11.66% | |||
EQUITY GROWTH STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 3,472,065.724 | 74.36% | |||
EQUITY GROWTH STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 1,011,745.944 | 21.67% | |||
GROWTH STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 16,114,881.338 | 85.47% | |||
GROWTH STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 2,274,864.389 | 12.07% | |||
MODERATE STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 7,747,909.121 | 86.61% |
Appendix B-3B-75
Multi-Style Equity Fund
Fund | Name and Address of | Number of Shares | Percentage of Class Owned | |||
MODERATE STRATEGY FUND | NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 804,779.175 | 9.00% |
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 10735883.694 | 43.27 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 9122938.727 | 36.77 | % | |||||
RIF BALANCED STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 1330710.910 | 5.36 | % |
Non-U.S. Fund
Name and Address of | Number of Shares | Percentage of Fund Owned | ||||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY ACCOUNT B ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 13350042.938 | 40.64 | % | |||||
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE ACCOUNT ATTN MUTUAL FUND ACCOUNTING N13NW 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 | 10782067.392 | 32.82 | % | |||||
RIF BALANCED STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 2847380.132 | 8.67 | % | |||||
RIF GROWTH STRATEGY FUND RUSSELL IM&R FUND OF FUNDS PORTFOLIO MANAGER 1301 2ND AVE FL 18 SEATTLE WA 98101-3814 | 2153455.475 | 6.56 | % |
* | Each entity set forth in this column is the shareholder of record and may be deemed to be the beneficial owner of certain of the shares listed for certain purposes under the securities laws, although certain of the entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial ownership therein. |
Appendix B-4B-76
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the available on-screen 24 hours instructions VOTE BY PHONE FollowCall the recorded 1-800-337-3503 instructions available 24 hours Vote, sign VOTE and date BY this MAIL Proxy Card and return envelope in the postage-paid VOTE AT THE VIRTUAL MEETING at the following Website: Meetings.computershare.com/MANLUKU on September 28 at 10:00 a.m., Pacific Time. To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY RUSSELL INVESTMENT FUNDS
COMPANY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 3, 2014
ON SEPTEMBER 28, 2021 THIS Company PROXY (“RIC”), IS BEING (the “Trust”), SOLICITED a Massachusetts BY THE business BOARD trust, OF revoking TRUSTEES.
previous The proxies, undersigned revoking previous proxies, hereby appoint(s) Rick Chase, Jessica Gates, Sareena Khwaja-Dixon,shareholder(s) appoints Mary Killgrove, Cheryl Wichers,of Beth Russell Albaneze, Investment Mark Swanson and Kari Seabrands, each with full power of substitution, and revocation, to Kari vote Seabrands, all shares or of any the Fund(s) whichof them as that Proxies the undersigned of the undersigned is entitled with to vote power at the to act Special without Meeting the others of Shareholders of Russell Investment Funds (the “Trust”)and with full to power be held at 11:00 a.m., Pacific Time, on November 3, 2014, at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101,virtually and at any adjournment thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votesat and acts, by that one. This proxy shall be voted on the Proposals described in the Proxy Statementall following adjournments Website: thereof Meetings. as specifiedindicated computershare. on the reverse com/MANLUKU, side.
To participate on September in the Virtual 28, 2021, Meeting at 10:00 enter the a.m. 14-digit , Pacific control Time, number other matters from the as shaded may properly box on come this card. before In the their meeting discretion, or any the adjournment proxy holders thereof. named above are authorized to vote upon such made, This proxyProxy, this Proxy when will when properly executed, be voted as directed herein by the signing shareholder(s). If no contrary direction is given when the duly executed, proxy is returned, this proxy will be voted FOR the Proposals and will Proposal. be voted in the appointed proxies’ discretion upon such other business as may properly come beforemanner directed by the Meeting.
Receipt of the Notice of Special Meeting of Shareholders and the accompanying Proxy Statementundersigned shareholder. If no direction is hereby acknowledged.
PLEASEVOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1 -80 0- 337 -3 50 3 WE URGE YOU TO SIGN, DATE SIGNON THE REVERSE RIC_32161_071321 SIDE AND RETURN PROMPTLY USINGMAIL THE ENCLOSED POSTAGE-PAID ENVELOPEPROXY PROMPTLY
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
YOU MAY VOTE IN PERSON IF YOU ATTEND.
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting:
Special Meeting of Shareholders to be held virtually on September 28, 2021. The Funds’ Notice of Special Meeting of Shareholdersshareholders, Joint Proxy Statement and Proxy StatementCard for this meeting are available at: https://www.proxy-direct.com/rus-32161 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD FUNDS FUNDS FUNDS Emerging Markets Fund Equity Income Fund Global Equity Fund Global Infrastructure Fund Global Real Estate Securities Fund International Developed Markets Fund Investment Grade Bond Fund Multi-Asset Growth Strategy Fund Multifactor Bond Fund Multifactor International Equity Fund Multifactor U.S. Equity Fund Multi-Strategy Income Fund Opportunistic Credit Fund Short Duration Bond Fund Strategic Bond Fund Sustainable Equity Fund Tax-Exempt Bond Fund Tax-Exempt High Yield Bond Fund Tax-Managed International Equity Fund Tax-Managed Real Assets Fund Tax-Managed U.S. Large Cap Fund Tax-Managed U.S. Mid & Small Cap Fund U.S. Small Cap Equity Fund U.S. Strategic Equity Fund Unconstrained Total Return Fund Balanced Strategy Fund Conservative Strategy Fund Equity Growth Strategy Fund Growth Strategy Fund Moderate Strategy Fund Please detach atwww.2voteproxy.com/Russell.
perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposal THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACHTHE PROPOSAL. 1. To elect six members to the Board of Trustees of the Trust: FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01. Michelle Cahoon 02. Julie Dien Ledoux 03. Jeannie Shanahan ? ? ? 04. Michael Day 05. Jeremy May 06. Vernon Barback INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. B Authorized Signatures ? This section must be completed for your vote to be counted. ? Sign and Date Below Noteshould : Please sign sign . When exactly signing as your as name(s) attorney, appear(s) executor, on guardian, this Proxy administrator, Card, and date trustee, it. When officer shares of a are corporation held jointly, or other at least entity one or holder in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ? Please print date below Signature 1 ? Please keep signature within the box Signature 2 ? Please keep signature within the box RIC 32161
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:n
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-866-298-8476 Follow the recorded instructions available 24 hours Vote, sign VOTE and BY date MAIL this Voting Instruction postage Card -paid and envelope return in the VOTE AT THE VIRTUAL MEETING at the following Website: Meetings.computershare.com/MANLUKU on September 28 at 10:00 a.m., Pacific Time. To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. VOTING INSTRUCTION CARD RUSSELL INVESTMENT FUNDS
COMPANY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 3, 2014
INSTRUCTION CARD SOLICITED ON BEHALF OF THE INSURANCESEPTEMBER 28, 2021 [INSURANCE COMPANY
The undersigned, revoking any previously executed NAME DROP-IN] This Voting Instruction Card is solicited by the above named insurance company seeking voting instruction cards, hereby directs the Insurance Companyinstructions with respect to vote all shares of Russell your behalf Invest . The ment undersigned Company contract/policy (“RIC”), (the “Trust”), owner hereby a Massachusetts instructs that business the votes trust, attributable for which to it the is the undersigned’s record or beneficial shares with owner respect on to Website: the Fund(s) listed, Meetings be cast .computershare as designated .on com/MANLUKU the reverse side, at on the September Special Meeting 28, 2021, of the at Shareholders 10:00 a.m., to Pacific be held Time, virtually and at at the any following and all shaded adjournments box on thereof this card as. indicated on the reverse side of this cardside. To participate in which the Virtual Meeting enter the 14-digit control number from the The undersigned, had an interest as a policy owner on August 25, 2014, at the Special Meeting of Shareholders of Russell Investment Funds (the “Trust”), to be held at 11:00 a.m., Pacific Time, on November 3, 2014, at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, and at any adjournment thereof. Receipt of the related proxy statement and accompanying Notice of Special Meeting that describes the matters to be considered and voted on is hereby acknowledged.
If you fail to returnby completing this Voting Instruction Card, depending on your separate account,does hereby authorize the Insurance Companyabove named insurance company to exercise thereof. its This discretion Voting Instruction in voting upon Card, such when other properly business executed, as may properly will vote all sharesbe voted come in before the manner the Special directed Meeting by the or undersigned any adjournments . If no side direction . Shares is made, of the the Fund(s) attributable to your account value in proportion to the votes of policy owners allocating assets to such Fundattributable for which votingno to instructions this Voting Instruction are received by the Insurance Company.
SharesCard will will be voted be voted in the manner specified in this Voting Instruction Card when properly executed and delivered. If no direction is made whenFOR same the duly executed Voting Instruction Card is returned,proportion proposal listed as votes on the Insurance Company will vote in favor offor reverse which instructions are received for the Proposals.
Fund(s). VOTE VIA THE INSURANCE COMPANY IS AUTHORIZEDINTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1 -86 6- 298 -8 47 6 WE URGE YOU TO VOTE IN ITS DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORESIGN, DATE ON THE MEETING.
EVERY VOTE IS IMPORTANT!
PROVIDE THISREVERSE RIC_32161_071321_VI SIDE AND MAIL THE ENCLOSED VOTING INSTRUCTION CARD TODAY!PROMPTLY
PLEASE MARK, SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting:
Special Meeting of Shareholders to be held virtually on September 28, 2021. The Funds’ Notice of Special Meeting of Shareholders andshareholders, Joint Proxy Statement and Voting Instruction Card for this meeting are available at: https://www.proxy-direct.com/rus-32161 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD FUNDS FUNDS FUNDS Emerging Markets Fund Equity Income Fund Global Equity Fund Global Infrastructure Fund Global Real Estate Securities Fund International Developed Markets Fund Investment Grade Bond Fund Multi-Asset Growth Strategy Fund Multifactor Bond Fund Multifactor International Equity Fund Multifactor U.S. Equity Fund Multi-Strategy Income Fund Opportunistic Credit Fund Short Duration Bond Fund Strategic Bond Fund Sustainable Equity Fund Tax-Exempt Bond Fund Tax-Exempt High Yield Bond Fund Tax-Managed International Equity Fund Tax-Managed Real Assets Fund Tax-Managed U.S. Large Cap Fund Tax-Managed U.S. Mid & Small Cap Fund U.S. Small Cap Equity Fund U.S. Strategic Equity Fund Unconstrained Total Return Fund Balanced Strategy Fund Conservative Strategy Fund Equity Growth Strategy Fund Growth Strategy Fund Moderate Strategy Fund Please detach atwww.2voteproxy.com/Russell.
perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposal THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF EACHTHE PROPOSAL. 1. To elect six members to the Board of Trustees of the Trust: FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01. Michelle Cahoon 02. Julie Dien Ledoux 03. Jeannie Shanahan ? ? ? 04. Michael Day 05. Jeremy May 06. Vernon Barback INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. B Authorized Signatures ? This section must be completed for your vote to be counted. ? Sign and Date Below Noteone : Please holder sign should exactly sign as . your When name(s) signing appear(s) as attorney, on this executor, Voting guardian, Instruction administrator, Card, and date trustee, it. When officer shares of a corporation are held jointly, or other at least entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ? Please print date below Signature 1 ? Please keep signature within the box Signature 2 ? Please keep signature within the box / / RIC2 32161
PLEASE
EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the available on-screen 24 hours instructions VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, and sign return and in date the postage-paid this Proxy Card envelope VOTE AT THE VIRTUAL MEETING at the following Website: Meetings.computershare.com/MANLUKU on September 28 at 10:00 a.m., Pacific Time. To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY RUSSELL INVESTMENT FUNDS SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 28, 2021 THIS Funds PROXY (“RIF”), (the IS BEING “Trust”), SOLICITED a Massachusetts BY THE business BOARD trust, OF revoking TRUSTEES. previous The proxies, undersigned hereby appoints shareholder(s) Mary Beth of Russell Albaneze, Investment Mark Swanson substitution, and to Kari vote Seabrands, all shares or of any the Fund(s) of them as that Proxies the undersigned of the undersigned is entitled with to vote power at the to act Special without Meeting the others of Shareholders and with full to power be held of and virtually at any at and the all following adjournments Website: thereof Meetings. as indicated computershare. on the reverse com/MANLUKU, side. To participate on September in the Virtual 28, 2021, Meeting at 10:00 enter the a.m. 14-digit , Pacific control Time, number other matters from the as shaded may properly box on come this card. before In the their meeting discretion, or any the adjournment proxy holders thereof. named above are authorized to vote upon such This made, Proxy, this Proxy when will properly be voted executed, FOR the will Proposal. be voted in the manner directed by the undersigned shareholder. If no direction is VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1 -80 0- 337 -3 50 3 RIF_32161_071321 WE URGE YOU TO SIGN, DATE ON THE REVERSE SIDE AND MAIL THE ENCLOSED PROXY PROMPTLY
EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held virtually on September 28, 2021. The Funds’ Notice of Special Meeting of shareholders, Joint Proxy Statement and Proxy Card for this meeting are available at: https://www.proxy-direct.com/rus-32161 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD FUNDS FUNDS FUNDS Global Real Estate Securities Fund International Developed Markets Fund Strategic Bond Fund U.S. Small Cap Equity Fund U.S. Strategic Equity Fund Balanced Strategy Fund Equity Growth Strategy Fund Growth Strategy Fund Moderate Strategy Fund Please detach at perforation before mailing. TO VOTE MARK BOXESBLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:nSHOWN IN THIS EXAMPLE: X A Proposal THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL. 1. To elect six members to the Board of Trustees of the Trust: FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01. Michelle Cahoon 02. Julie Dien Ledoux 03. Jeannie Shanahan ? ? ? 04. Michael Day 05. Jeremy May 06. Vernon Barback INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. B Authorized Signatures ? This section must be completed for your vote to be counted. ? Sign and Date Below Noteshould : Please sign sign . When exactly signing as your as name(s) attorney, appear(s) executor, on guardian, this Proxy administrator, Card, and date trustee, it. When officer shares of a are corporation held jointly, or other at least entity one or holder in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ? Please print date below Signature 1 ? Please keep signature within the box Signature 2 ? Please keep signature within the box RIF 32161
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-866-298-8476 Follow available the recorded 24 hours instructions VOTE BY MAIL Instruction Vote, sign Card and date and return this Voting in the postage-paid envelope VOTE AT THE VIRTUAL MEETING at the following Website: Meetings.computershare.com/MANLUKU on September 28 at 10:00 a.m., Pacific Time. To Participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. VOTING INSTRUCTION CARD RUSSELL INVESTMENT FUNDS SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 28, 2021 [INSURANCE COMPANY NAME DROP-IN] This Voting Instruction Card is solicited by the above named insurance company seeking voting instructions with respect to shares of behalf Russell . The Investment undersigned Funds contract/policy (“RIF”), (the “Trust”), owner hereby a Massachusetts instructs that business the votes trust, attributable for which to the it is undersigned’s the record or beneficial shares with own respect er on t o your the Fund(s), Meetings be .computershare cast as designated .com/MANLUKU on the reverse side , on at September the Special 28, Meeting 2021, of at the 10:00 Shareholders a.m., Pacific to be Time, held virtually and at any at the and following all adjournments Website: thereof this card as . indicated on the reverse side. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on The undersigned, by completing this Voting Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the Special Meeting or any adjournments thereof direction . This is made, Voting the Instruction votes attributable Card, when to this properly Voting executed, Instruction will Card be voted will in be the voted manner FOR directed the proposal by the listed undersigned on the reverse . If no instructions side. Shares are of received the Fund(s) for the for Fund(s) which no . instructions are received will be voted in the same proportion as votes for which VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1 -86 6- 298 -8 47 6 RIF_32161_071321_VI WE URGE YOU TO SIGN, DATE ON THE REVERSE SIDE AND MAIL THE ENCLOSED VOTING INSTRUCTION CARD PROMPTLY xxxxxxxxxxxxxx code
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held virtually on September 28, 2021. The Funds’ Notice of Special Meeting of shareholders, Joint Proxy Statement and Voting Instruction Card for this meeting are available at: https://www.proxy-direct.com/rus-32161 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD FUNDS FUNDS FUNDS Global Real Estate Securities Fund International Developed Markets Fund Strategic Bond Fund U.S. Small Cap Equity Fund U.S. Strategic Equity Fund Balanced Strategy Fund Equity Growth Strategy Fund Growth Strategy Fund Moderate Strategy Fund Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposal THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL. 1. To elect six members to the Board of Trustees of the Trust: FOR WITHHOLD FOR ALL ALL ALL EXCEPT 01. Michelle Cahoon 02. Julie Dien Ledoux 03. Jeannie Shanahan ? ? ? 04. Michael Day 05. Jeremy May 06. Vernon Barback INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. B Authorized Signatures ? This section must be completed for your vote to be counted. ? Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, at least one holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of a corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ? Please print date below Signature 1 ? Please keep signature within the box Signature 2 ? Please keep signature within the box RIF2 32161 | ||||||||||||||
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