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:

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):

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, 18^th18th 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, 18^th 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 Trust,Trusts,

Sandra CavanaughMark Swanson

President, Chief Executive Officer, Treasurer, PresidentChief Accounting Officer, and Chief ExecutiveFinancial Officer

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):

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.

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):

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.

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.

The proxy materials are being mailed to shareholders on or about September 8, 2014.July 28, 2021.

TABLE OF CONTENTS

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

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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.

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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:

(6)

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

(11)

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

(19)

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

In evaluating the Post-Transaction Agreement, the Board considered the possibility that, depending upon the results of the comprehensive review, the FRC investment management business would be conducted pursuant to the Post-Transaction Agreement as an independent part of 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 1/365^th of the applicable management fee and payable following the last day of each month, of a specified annual percentage of each Fund’s average daily net assets during the month (seeExhibit C to this Proxy 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

14

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

15

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.

16

The following table sets forth the compensation that was paid to each Trustee by the RIC for the fiscal year ending October 31, 2020.

The following table sets forth the compensation that was paid to each Trustee by the RIF for the fiscal year ending December 31, 2020.

17

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:

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

In their deliberations, the Trustees did not identify any particular information as to the New Agreement that was all-important or controlling and each Trustee attributed different weights to the various factors considered. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made in respect of each Fund. After careful consideration of the above and all other factors considered to be 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:

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

Tax-Managed International Equity Fund		$1-$10,000
		non-discretionary Money Managers, RIMCo will provide oversight of the Money Managers and recommendations to the Board as to the hiring and termination of Money Managers. (Section 2(e))
Discussion
As described above, the most significant difference between the New Agreement and the Other Agreements is that the New Agreement, unlike the Other Agreements, expressly permits RIMCo to manage a Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment management responsibilities in the event it directly manages a Fund’s assets. While the use of non-discretionary money managers is permitted under the Existing Agreement (and RIMCo currently uses such managers in certain instances), the agreement has been interpreted to limit the ability of RIMCo to manage a Fund’s entire portfolio by implementing recommendations from non-discretionary money managers. The New Agreement expressly addresses RIMCo’s overall investment management responsibilities, including the delegation of such management to money managers with discretionary authority, the implementation of recommendations from money managers with non-discretionary authority, direct management of all of a Fund’s assets by RIMCo, or any combination thereof.
Use of FRC Research
Other Agreements RIMCo is authorized (and expected to utilize) the research and other resources of FRC (its corporate parent), or any predecessor organization, in providing its advisory services. Neither RIMCo nor the Trust is obligated to pay any fee to FRC for these services. (Section 2(C)) Opportunistic Credit Fund		$1-$10,000

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))

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

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

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

Over $100,000

$50,001-$100,000

$50,001-$100,000

Over $100,000

	Over $100,000
give the Trust more favorable or preferential treatment vis-a-vis their other clients. The Trust expressly recognizes that Russell Investment Company is a client of RIMCo and that Russell Trust Company, a corporation affiliated with RIMCo, is also a client of a corporation affiliated with RIMCo and each of Russell Investment Company and Russell Trust Company receives substantially the same portfolio structuring and money manager selection services from the affiliate as does the Trust. It is understood that Trustees, officers, agents, and shareholders of the Trust are or may be interested in RIMCo or its affiliates as directors, agents, or stockholders of RIMCo or its affiliates are or may be interested in the Trust as Trustees, officers, agents, shareholders, or otherwise; that RIMCo or its affiliates may be interested in the Trust as shareholders or otherwise; and that the effect of any such interests will be governed by the Trust’s governing documents and the 1940 Act. (Section 5)Katherine W. Krysty		which it provides investment advisory services, but will not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients.Strategic Bond Fund Short Duration Bond Fund (Section 2(b)(i), 2(g))
Discussion
The provisions of the New Agreement relating to other activities of RIMCo and its affiliates are similar to those included in the Other Agreements, but the provision of the New Agreement does not reach RIMCo’s affiliates and does not explicitly mention Russell Investment Company or Russell Trust Company. Given that RIMCo’s affiliates are not parties to the agreement (except, in the case of FRC, with respect to the provision of certain consulting services without charge), the New Agreement is not considered to limit in any way the ability of RIMCo’s affiliates to provide services to others. In addition, as the provision already specifies that the services are not deemed to be exclusive, it is not considered necessary to specify any particular other clients (e.g., Russell Investment Company, Russell Trust Company). Although the provision of the Other Agreements summarized in the third paragraph of the Post-Transaction Agreements column is not included in the New Agreement,

the effect of any interests covered by this provision will continue to be governed by the Trust’s governing documents and the 1940 Act.
Compensation of RIMCo
Other Agreements RIMCo will receive from eachTax-Exempt Bond Fund an annual management fee, accrued daily at the rate of 1/365th of the applicable management fee and payable following the last day of each month, of a specified annual percentage of each Fund’s average daily net assets during the month (seeExhibit C to this Proxy Statement for these management fee rates). (Section 6)		$1-$10,000 New Agreement$1-$10,000 As compensation for the services provided and expenses assumed by RIMCo under the agreement, the Trust will arrange for each Fund to pay RIMCo at the end of each calendar month an advisory fee computed daily at an annual rate equal to the amount of average daily net assets listed inExhibit C to this Proxy Statement. The New Agreement contains various details regarding calculation of the advisory fee. (Section 4)
Discussion
The New Agreement does not change any Fund’s advisory fee rate.The New Agreement, as compared to the Other Agreements, contains more detail regarding the process for advisory fee calculations. Notwithstanding this additional detail, there are no changes anticipated in the way in which the Funds’ advisory fees are calculated, as the discussion in the New Agreement reflects current practices.
Liabilities of RIMCo
Other Agreements In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security. RIMCo will also not be responsible or liable for the investment merits of any decision by a MoneyOver $100,000		New Agreement In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument. RIMCo also will not be responsible or liable Over $100,000

Manager to purchase, hold, or sell a security for a Fund’s portfolio. (Sections 2(B)(1), 7)Raymond P. Tennison, Jr.		for the investment merits of any decision or recommendation by a Money Manager to purchase, hold, or sell a security or other instrument for a Fund.Sustainable Equity Fund Tax-Exempt Bond Fund (Sections 2(e), 6)
Discussion
The provision in the New Agreement differs from the Other Agreements in that it clarifies that RIMCo’s liability is limited with respect to losses in the purchase, holding, or sale of any other instrument (in addition to losses in the purchase, holding, or sale of a security). Likewise, the provision limiting RIMCo’s liability with respect to the investment merits of a decision by a money manager to purchase, hold, or sell a security is revised in the New Agreement to clarify that it applies to recommendations by a money manager (in addition to decisions) and other instruments (in addition to securities).
Renewal and Termination
Other Agreements The Other Agreements are renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to anyGlobal Real Estate Securities Fund by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement. Additionally, the Other Agreements: (i) may at any time be terminated without the payment of any penalty either by vote of the Board or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to RIMCo; (ii) will immediately terminate in the event of their assignment; and (iii) may be terminated by RIMCo on 60 days’ written notice to the Trust.		$50,001-$100,000 New Agreement$50,001-$100,000 Same terms as the Other Agreements. (Sections 7, 8)Over $100,000		Over $100,000

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

Choice of Law
Other Agreements No relevant provision. Over $100,000		New Agreement The New Agreement will be construed in accordance with applicable federal law and the laws of the State of Washington. (Section 11)
Discussion
Unlike the Other Agreements, the New Agreement specifies that it will be construed in accordance with applicable federal law and the laws of the State of Washington. As the Trust is registered under the 1940 Act, the Other Agreements are construed in accordance with applicable federal law even in the absence of this provision. In addition, given that the principal place of business for the Trust and RIMCo is located in the State of Washington (and was at the time the Existing Agreement was entered into), a court would likely apply Washington law to the Other Agreements even in the absence of this provision.
Confidentiality
Other Agreements No relevant provision.		New Agreement RIMCo will treat information about each Fund as confidential and proprietary and, without approval from the Fund, will not use information about and records relating to the Fund for any purpose other than the performance of its duties and responsibilities under the agreement. (Section 2(f))
Discussion
Unlike the Other Agreements, the New Agreement contains a provision relating to confidentiality. In light of its fiduciary duties to the Funds, RIMCo is already obligated to keep information confidential and use it only in performance its responsibilities under the agreements, so this provision serves to make that obligation explicit.Over $100,000

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.

OTHER INFORMATION

Current Trustees of the Trusts

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

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20

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office*		Principal Occupation(s) During the Past 5 Years		No.Number of Portfolios in Russell Fund Complex Overseen by TrusteeBy Trustee*		Other Directorships Held by Trustee Trustee During the Past 5 Years
Independent Trustees
Katherine W. Krysty Born December 3, 1951 1301 Second Avenue, 18th Floor, Seattle, WA 98101		•  Trustee since 2014		•  Appointed until successor is duly elected and qualified		•  Retired •  January 2011 through March 2013, President Emerita, Laird Norton Wealth Management (investment company) •  April 2003 through December 2010, Chief Executive Officer of Laird Norton Wealth Management (investment company)		49		•  None
Raymond P. Tennison, Jr. Born December 21, 1955 1301 Second Avenue, 18th Floor Seattle, Seattle, WA 98101		•  Trustee (RIC and RIF) since 2000   •  Chairman of the Nominating(RIC and Governance CommitteeRIF) since 20072021		•  Appointed untilUntil successor is duly elected and qualified   •  Appointed untilUntil successor is duly elected and qualified		•  Retired •  From January 2008 to December 2011, Vice Chairman of the Board, Simpson Investment Company (paper and forest products) •  Until November 2010, President, Simpson Investment Company and several additional subsidiary companies, including Simpson Timber Company, Simpson Paper Company and Simpson Tacoma Kraft Company		4940		•  None

Name, Age, Address

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

Term of Office*

Principal Occupation(s) During the Past 5 Years

No. of Portfolios in Russell Fund Complex Overseen by Trustee

Other Directorships Held by Trustee During the Past 5 Years

Independent Trustees

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 AuditNominating and Governance Committee (RIC and RIF) since 20122021

•  Appointed untilUntil successor is duly elected and qualified   •  Appointed untilApproved annually •  Until successor is duly elected and qualified

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

4940

•  Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation until September 2010 (health products company) •  Director, Sparx Asia Funds until 2009 (investment company) None

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years		No. of Portfolios in Russell Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Trustee Emeritus
George F. Russell, Jr. Born July 3, 1932 1301 Second Avenue, 18th Floor, Seattle, WA 98101		•   Trustee Emeritus and Chairman Emeritus since 1999		•   Until resignation or removal		•   Director Emeritus, Frank Russell Company (investment consultant to institutional investors (“FRC”)) and RIMCo •   Chairman Emeritus, RIC and RIF, Russell Implementation Services Inc. (broker-dealer and investment adviser (“RIS”)), Russell 20-20 Association (non-profit corporation), and Russell Trust Company (non-depository trust company (“RTC”)) •   Chairman, Sunshine Management Services, LLC (investment adviser)		48		•   None Trustee.

Officers of the Trust

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Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years
Mark E. Swanson Born November 26, 1963 1301 Second Avenue, 18th Floor Seattle, Seattle, WA 98101		•President and Chief Executive Officer since 2020; Treasurer, and Chief Accounting Officer and Chief Financial Officer (RIC and RIF) since 1998		•  Until successor is chosen and qualified by Trustees		•  Treasurer, Chief Accounting Officer and CFO, RIC, RIF and RET •  Director, RIMCo, RFSC, RTC and RFS •  Global Head of Fund Services, Russell Investments   •  October 2011 to December 2013, Head of North America Operations, Russell InvestmentsPresident, Chief Executive Officer, Treasurer, Chief Accounting Officer and CFO, RIC and RIF   •  May 2009 to October 2011, Global Head of Fund Operations, Russell InvestmentsDirector and President, RIFUS   •  1999Director, RIM, Russell Investment Trust Company (“RITC”) and Russell Investments Financial Services, LLC (“RIFIS”) •  President and Chief Executive Officer, RIC and RIF, June 2016 to May 2009, Director, Fund AdministrationJune 2017
Jeffrey T. HusseyKate El-Hillow Born May 2, 1969August 17, 1974 1301 Second Avenue, 18th18th Floor Seattle, Seattle, WA 98101		•  Chief Investment Officer (RIC and RIF) since 2013 May 2021		Until removed by Trustees		•  Until removed by Trustees2021, Deputy Chief Investment Officer, Senior Portfolio Manager, Head of Strategy Selection and Head of Portfolio Management & Risk, Goldman Sachs		•  Global Chief Investment Officer, Russell Investments   •  Chief Investment Officer, RIC RIF and RETRIF   •  Chairman of the Board, President, and CEO, RIMCo •  Director, RTC, RIS and Russell Investments Delaware, Inc. •  Board of Managers, Russell Institutional Funds Management, Inc. •  2003 to 2013 Chief Investment Officer, Fixed Income, Russell InvestmentsRIM

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years
Mary Beth R. Albaneze Born April 25, 1969 1301 Second Avenue, 18th18th Floor Seattle, Seattle, WA 98101		•  Secretary and Chief Legal Officer (RIC and RIF) since 2010		•  Until successor is chosen and qualified by Trustees		•  Associate General Counsel, Russell Investments   •  Secretary, RIMCo, RFSCRIM, RIFUS and RFSRIFIS   •  Secretary and Chief Legal Officer, RIC RIF and RETRIF   •  Assistant Secretary, RFS, RIA and U.S. One, Inc. •  1999 to 2010 Assistant Secretary, RIC and RIFLLC

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.

22

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 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, 18th18^th 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.

24

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.

25

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:

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

Agreement will terminate automatically

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:

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.

26

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.

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

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EXHIBITEXHIBIT A

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”)

AUDIT COMMITTEE CHARTER

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:.

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.

Exhibit A-1

Exhibit A-2

Exhibit A-3

Chief Executive Officer.