UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

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RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

(Name of Registrant as Specified in its Charter)

NOT APPLICABLE

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

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RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

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 proposal.If you simply sign the proxy or voting instruction card 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 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 Trust listed aboveTrusts (each, a “Fund” and collectively, the “Funds”) on [    ].September 28, 2021 at 10:00 a.m. Pacific Time. The Special Meeting will be held at [the officesa 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 Russell Investments, 1301 Second Avenue, 18^th Floor, Seattle, WA 98101, at [    ] 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.Funds, respectively. The proposalProposal relates to all shareholders of all of the Funds listed above.Funds.

ThisThe Special Meeting is being held for the purpose of considering the approval ofelecting six (6) persons (each, a new investment advisory agreement between each Fund and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (or a limited liability company successor to RIMCo), as a result of a transaction involving the sale of Frank Russell Company’s asset management business (including RIMCo) (“Russell Investments”“Trustee Nominee”) to a newly-formed acquisition vehicle through which the limited partnersBoard of certain private equity funds affiliated with TA Associates Management, L.P. will indirectly acquire a majority ownership interestTrustees of each of RIC and the limited partners of certain private equity funds affiliated with Reverence Capital Partners, L.P. will indirectly acquire a significant minority ownership interest in Russell Investments.

This matter isRIF. 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 THE PROPOSAL.

The Trust hasTrusts have fixed the close of business of the New York Stock Exchange on January 19, 2016 (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 the proposalProposal 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 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.

The Funds offer theirIf your shares are held through a brokerage account or by a bank or other holder of record you will need to variable insurance products (eachrequest a “Policy”) issued by one or more insurance companies (each an “Insurance Company”) andlegal proxy in order to certain other investors. Each Insurance Company holds the interests of each Policy owner (each a “Policy Owner”) in a separate account (each a “Separate Account”). As the owners of the assets held in the Separate Accounts, Insurance Companies are the shareholders of the Funds and entitled to vote their shares. Pursuant to applicable laws, the Insurance Companies vote outstanding shares of the Funds in accordance with instructions received from the Policy Owners. In 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 instructions promptly so that a quorum may be ensured and the costs of further solicitations avoided.

I would like to close on a personal note. After much thought and consideration, I have decided to retire from Russell Investments on June 30, 2016. After a more than 30-year career in financial service including six years at Russell Investments, I will leave knowing that the Trust’s business is well positioned to continue to serve you and further enhance our multi-asset proposition to you. Although I will miss the opportunity to serve you, I look forward to having time to pursue a variety of other interests and opportunities. I will remain in my role through this June while playing an integral part in a smooth transition as Russell Investments selects and names my successor. I will also be available as necessary in a consulting capacity for the remainder of 2016 to assist with the leadership transition.

As always, we thank you for the trust you have placed in our firm.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.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 (the “Board” or the “Trustees”) of Russell Investment Funds (the “Trust”) is asking you to vote on the Proposal:

PROPOSAL: To elect as members (each, a proposal“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 approvestand for election by shareholders. The Trusts are currently served by a newsingle 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 advisory agreement (the “Post-Transaction Agreement”) betweenadviser of each of the separate series of the Trust listed on the Notice of Special Meeting of ShareholdersTrusts (each, a “Fund” and collectively, the “Funds”). The service as Trustee of Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Russell Investment Management Company, each Fund’sMr. 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 investment adviser (“RIMCo”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”) (orto 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 limited liability company successor to RIMCo),plurality of all outstanding shares of the Trust voting, she will remain on the Board of such Trust as a resultnon-shareholder elected Trustee. If a Trustee Nominee other than Ms. Michelle Cahoon and Ms. Julie Dien Ledoux does not receive a plurality of a transaction involvingall outstanding shares of the saleTrust voting, such Trustee Nominee will not serve on the Board of Frank Russell Company’s (“FRC”) asset management business (including RIMCo)such

Trust. RIC and RIF also have one Trustee Emeritus. The Trustee Emeritus does not have the power to a newly-formed acquisition vehicle through whichvote on matters coming before the limited partnersBoard, or to direct the vote of certain private equity funds affiliated with TA Associates Management, L.P. (together with its general partner, TA Associates L.P., “TA Associates”) (the “TA Funds”) will indirectly acquire a majority ownership interestany Trustee, and generally is not responsible or accountable in any way for the limited partnersperformance of certain private equity funds affiliated with Reverence Capital Partners, L.P. (“Reverence Capital”) (the “Reverence Capital Funds”) will indirectly acquire a significant minority ownership interestthe 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 Russell Investments (defined below).

Specifically, Emerald Acquisition Limited, a company incorporated under the laws of England and Wales (“Emerald Acquisition”), has entered into a stock and asset purchase agreement (the “Purchase Agreement”) with FRC and London Stock Exchange Group plc (“LSEG”) pursuant to which it will acquire, throughany one or more direct or indirect wholly-owned subsidiaries (the “Owners”), the stockFunds as of the subsidiaries (including RIMCo) (the “Transferred Subsidiaries”) and assets that comprise FRC’s asset management business (including the Transferred Subsidiaries, “Russell Investments”) from FRC (the “Transaction”). Each wholly-owned subsidiary of Emerald Acquisition before the closingclose of the TransactionRecord Date (defined below) and your vote will be a newly-formed entity with no operations or interests in any entities other than the assets and interests acquired from FRC. 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 such 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.

As described in the Proxy Statement, the terms of the Post-Transaction Agreement for each Fund are substantially the same as the terms of the Fund’s Existing

Agreement, except with respect to: (i) the amendment of the provision relating to the use of the name Frank Russell; (ii) a revised provision relating to research and other resources previously provided by FRC; (iii) the addition of a provision codifying the intended beneficiaries of RIMCo’s services under the Post-Transaction Agreement; and (iv) the effective and termination dates. The Post-Transaction Agreement does not change the rate of any Fund’s investment advisory fee. The Funds will not bear any portion of the costs associated with the Transaction.

Who is Russell Investments?

Russell Investments 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. RIMCo pioneered the “multi-style, multi-manager” investment method in mutual funds and, as of September 30, 2015, managed over $39.1 billion in 50 mutual fund portfolios. RIMCo is currently a wholly-owned subsidiary of FRC and was established in 1982 to serve as the investment management arm of Russell Investments. FRC is an indirect subsidiary of LSEG. LSEG is a diversified international market infrastructure and capital markets business.

How will the Transaction be structured?

As discussed more fully in the Proxy Statement, under the Purchase Agreement, Emerald Acquisition, directly or indirectly through the Owners, will acquire all of the outstanding stock of the Transferred Subsidiaries (“Equity Interests,” and the outstanding stock of RIMCo, the “RIMCo Equity Interest”) and the Transferred Assets from FRC for a purchase price (the “Purchase Price”) of approximately U.S. $1.15 billion. The Purchase Price is subject to adjustment based upon a number of variables. It is expected that approximately U.S. $650 million of the Purchase Price will be financed through one or more term loans (the “Term Loan Facility”) borrowed under a credit agreement (the “Credit Agreement”) entered into by, among others, certain direct or indirect subsidiaries of Emerald Acquisition (the “Borrowers”) and certain third-party financial institutions (the “Lenders”). It is intended that the Term Loan Facility, and a revolving credit facility under the Credit Agreement in an amount of up to U.S. $50 million (the “Revolving Credit Facility” and,counted together with the Term Loan Facility, the “Facilities”), will be guaranteed, jointly and severally, by Emerald Acquisition and certain Transferred Subsidiaries, including RIMCo (collectively, the “Guarantors”). The Facilities are subject to certain terms and conditions discussed in further detailvotes of shareholders of other Funds in the Proxy Statement. In addition, a TA Fund and a Reverence Capital Fund (the “Commitment Funds”) have committed to make equity contributions (the “Equity Contributions”) to Emerald Acquisition at closing in the aggregate of U.S. $350 million. The remaining U.S. $150 million of the Purchase Price payable by Emerald Acquisition to FRC (the “Holdback”) will be paid in four annual installments by Emerald Acquisition to FRC commencing on December 31, 2017 with payment guaranteed by the Commitment Funds (the “Guarantees”).

Control of RIMCo could be transferred again by a future transaction such as a management acquisition of the RIMCo Equity Interest, an initial public offering, or a disposition by sale or otherwise of the RIMCo Equity Interest arranged by TA Associates and/or Reverence Capital to another party or parties. In such an event, a “change of control” would occur and the Post-Transaction Agreement would automatically terminate by its terms, as required by the 1940 Act.

Who is Emerald Acquisition?

Emerald Acquisition is (and it is expected that the terms of the Facilities will require it to remain) a passive holding company with no operations and was created for the sole purpose of entering into the Transaction. At the closing of the Transaction, pursuant to the Equity Contributions, the limited partners of the TA Funds will indirectly acquire approximately a 66.7% outstanding ownership interest and the limited partners of the Reverence Capital Funds will indirectly acquire approximately a 33.3% outstanding ownership interest in Russell Investments through Emerald Acquisition. In addition, approximately 15% of the fully diluted equity of Emerald Acquisition will be reserved for a management equity incentive plan for senior management of Russell Investments.

TA Associates is one of the oldest and most experienced global growth private equity firms. TA Associates leads buyouts and minority recapitalizations of profitable growth companies in the technology, financial services, business services, healthcare and consumer industries, with more than forty (40) investments in financial services and technology companies and seventeen (17) prior investments in asset management businesses. Reverence Capital is a private investment firm, focused on investing in leading financial services companies. To date, it has invested in businesses involving four (4) asset managers through its private equity funds. Reverence Capital’s partners bring over 90 years of experience across a wide range of financial services sectors with significant experience in the asset management industry.

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

It is not expected that the Transaction will affect the investment strategies, processes or fees and expenses of 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. The current sub-advisers (or “money managers”) for each Fund utilizing 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. While there can be no assurance that any particular RIMCo employee will continue his or her employment with RIMCo or its affiliates, Emerald Acquisition will issue retention awards to certain employees of Russell Investments at the closing of the Transaction. Russell Investments announced on February 9, 2016 that Sandra Cavanaugh, President and CEO of the Trust, has decided to retire at the end of June 2016. She will continue to lead the U.S. retail business and help with a smooth transition as Russell Investments selects and names

a successor. In addition, Ms. Cavanaugh will be available as necessary in a consulting capacity for as long as the rest of 2016 to assist with the leadership transition. Once Ms. Cavanaugh retires or her successor has been appointed and assumed his or her responsibilities, Ms. Cavanaugh may resign as a trustee of thesame Trust. This leadership change is not expected to have an adverse impact on any of the Funds.The proposal does 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 will the Transaction affect RIMCo and Russell Investments?

As discussed more fully in the Proxy Statement, RIMCo will continue to be part of Russell Investments, which will operate as an independent entity with its own governance structure following the closing of the Transaction. The resources available to RIMCo to conduct its business activities, including its activities in respect of the Funds and to meet its obligations in respect of the Facilities, will consist of the revenues and capital that it generates internally, to the extent that such resources are not distributed to the Owners by dividend or otherwise. RIMCo will no longer have LSEG or any other operating company as its parent. Under normal circumstances, it is expected that all of RIMCo’s “free” cash flow will be distributed to the Borrowers to pay principal and interest on the Facilities. Emerald Acquisition, which will own RIMCo indirectly through the Owners as a passive holding company with no operations, will have resources comprised solely of (a) the Guarantees of the Holdback and (b) any funds not prohibited by the terms of the Facilities from being distributed to it by the Borrowers and certain other of Emerald Acquisition’s subsidiaries. The Borrowers will have resources including (1) proceeds from the Term Loan Facility, the initial proceeds of which will be used to fund payment of the Purchase Price to FRC at the Transaction closing; (2) any amounts available under the Revolving Credit Facility; and (3) following the closing, the resources generated by Russell Investments’ business and distributed to the Owners. RIMCo and the other Guarantors will be limited by the terms and conditions of the Facilities from incurring indebtedness to support their business activities and will not be borrowers under the Facilities. The Borrowers may be permitted by the terms of the Facilities to incur incremental indebtedness but there is no assurance that credit will be available to the Borrowers, RIMCo, or any other Transferred Subsidiary.

The Transaction will be funded through a combination of the Equity Contributions and the Facilities. Under this structure, certain Transferred Subsidiaries, including RIMCo, will be Guarantors. Certain of the Equity Interests, including the RIMCo Equity Interest, will be pledged by Emerald Acquisition, the Borrowers and certain of the other Guarantors as collateral for the Facilities (“Loan Collateral”). If the Lenders foreclose on the Loan Collateral for any reason under the terms of the Facilities, including a default in payment of interest or principal as and when due in respect of the Facilities, such action would result in an assignment and automatic termination of the Post-Transaction Agreement. The Borrowers will be primarily dependent upon distributions of the operating profits of the Transferred Subsidiaries, including RIMCo, to make principal and interest payments as and when due in

respect of the Facilities. TA Associates and Reverence Capital each believes that the Transferred Subsidiaries’ historical operating profits are sufficient to meet the anticipated obligations of the Borrowers under the Facilities without diminution in the nature, scope, and/or quality of services to be provided to the Funds by RIMCo and its affiliates and that there should not be any pressure to increase fees for such services, increase revenues generated by the Funds for RIMCo and its affiliates, or decrease costs associated with such services in order to satisfy the terms or conditions of the Facilities. However, the operating profits of RIMCo and the other Transferred Subsidiaries after the Transaction may be adversely affected by a variety of factors, including general economic, market and/or business conditions, and by adverse developments specific to the business activities and operations of RIMCo and/or the other Transferred Subsidiaries. Consequently, there is no assurance that their operating profits will be sustained at historical levels. Emerald Acquisition is prepared to support RIMCo’s business through reinvesting cash flow to the extent not needed by the Borrowers to pay principal and interest in respect of the Facilities and additional capital investments, if and as appropriate, but has made no commitment and may be financially constrained in its ability to do so. TA Associates and Reverence Capital have made no commitment to provide any other financial support to Emerald Acquisition or RIMCo following the closing of the Transaction.

Although the Lenders have provided commitment letters for the Facilities, final terms of the Facilities have not been negotiated and finalized by Lenders, TA Associates and Reverence Capital. While not currently determinable, it is expected that the final terms of the Facilities will provide that, among other things, various conditions and events, including any failure in the payment of principal, interest, fees or other amounts as and when due in respect of the Facilities (subject to any applicable exceptions and/or grace periods), will result in events of default. After and during the continuance of such events of default, Lenders may be entitled to exercise various remedies, including foreclosure on the Loan Collateral. Foreclosure on the Loan Collateral would cause a change of control of RIMCo and automatic termination of the Post-Transaction Agreement by its terms, as required by the 1940 Act. For additional information regarding the Transaction, terms of the Facilities and the consequences of a foreclosure on the Loan Collateral, see the “Transaction Not Expected to Adversely Affect RIMCo or the Funds” sub-section in the “APPROVAL OF A POST-TRANSACTION INVESTMENT ADVISORY AGREEMENT FOR THE FUNDS” section of the Proxy Statement.

Upon closing of the Transaction or shortly thereafter, RIMCo will be converted from a corporation to a limited liability company. In addition, RIMCo’s institutional advisory business is expected to be transferred to a different Transferred Subsidiary. Neither change is expected to impact the services provided to the Funds.

How do the Trustees suggest that I vote?

After careful consideration, the Trustees, including thewhich are all Independent Trustees of the Board,Trusts, unanimously recommend that you vote “FOR” the proposalProposal listed on the proxy card or voting instruction card.

Why do the Trustees recommend that I vote “FOR” the proposal?Proposal?

The Transaction involves a change of control that will result in the termination of the Funds’ Existing Agreement. The Trustees believe it isthat 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 best interestsperformance 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 shareholders of each Fund to provide for continuation of advisory services following the Transaction. Therefore,Trusts’ business. In particular, the Trustees recommend that you vote “FOR”considered the proposal.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) or voting instruction card(s). You may also vote by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. We encourage all shareholders to participate in the governance of the Trust.Trusts.

What is the deadline for submitting my vote?

We encourage you to vote as soon as possible to make sure that the FundsTrusts receive enough votes to act on the proposal. Unless you are an insurance company or other direct shareholder that attendsattend the meeting to vote in person,by means of remote communication, your vote (cast by Internet, telephone or paper proxy card or voting instruction card) must be received by the TrustTrusts prior to the start of the meeting ([    ](10:00 a.m. Pacific Time on [    ]). If you hold shares indirectly through a variable insurance product, your insurance company may impose an earlier deadline for submission of your voting instruction card(s)September 28, 2021).

Who is eligible to vote?

Any person who owned shares of a Fund on the “record date,“Record Date,” which was January 19, 2016June 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 Boston Financial DataComputershare Fund Services as our proxy solicitation agent. If you have questions, please call 1-844-700-1478.Russell Investments toll-free at 1-800-787-7354.

How can I vote my shares?

ForIf 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) or voting instruction card(s). You will need the control number found on the proxy card(s) or voting instruction card(s) at the time you execute your vote.

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

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

Please respond. Your vote is important whether or not you plan to attend the special meeting.Special Meeting. To assure the presence of a quorum at the special meeting,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 voting instruction card(s), or by signing, voting and returning the proxy card(s) or voting instruction card(s) in the envelope provided. Please take advantage of these prompt and efficient voting options.

RUSSELL INVESTMENT COMPANY

RUSSELL INVESTMENT FUNDS

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

JOINT PROXY STATEMENT Dated [    ]July 20, 2021

SPECIAL MEETING OF SHAREHOLDERS

To be Held on [    ]September 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 Trust listed aboveTrusts (each, a “Fund” and collectively, the “Funds”) in order to seek shareholder approval of a proposal relatingelect members to the approvalBoards of a new investment advisory agreement 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 [    ] at [    ]10:00 a.m. Pacific Time]. If you expectTime. The 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.

Item For Consideration

The Trust’s Board of Trustees (the “Board” or the “Trustees”) requests shareholder approval of a new investment advisory agreement (the “Post-Transaction Agreement”) between each Fundto elect Ms. Michelle Cahoon, Ms. Julie Dien Ledoux, Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (or a limited liability company successorMr. Vernon Barback to RIMCo), as a result of a transaction involving the sale of Frank Russell Company’s (“FRC”) asset management business (including RIMCo) (“Russell Investments”) to a newly-formed acquisition vehicle through which the limited partners of certain private equity funds affiliated with TA Associates Management, L.P. (“TA Associates”) (the “TA Funds”) will indirectly acquire a majority ownership interest and the limited partners of certain private equity funds affiliated with Reverence Capital Partners, L.P. (“Reverence Capital”) (the “Reverence Capital Funds”) will indirectly acquire a significant minority ownership interest in Russell Investments (the “Transaction”). This proposal applies to all Funds, with each Fund voting separately on the proposal.Board.

The proxy materials are being mailed to shareholders on or about [    ].July 28, 2021.

TABLE OF CONTENTS

INTRODUCTION AND VOTING INFORMATION

For each Fund, theThe Board is asking for shareholder approval of the Post-Transaction Agreement 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 concurrently with the closing of the Transaction. If the Transaction is not consummated, RIMCo will continue to serve as investment adviserelect Ms. Michelle Cahoon, Ms. Julie Dien Ledoux, Ms. Jeannie Shanahan, Mr. Michael Day, Mr. Jeremy May and Mr. Vernon Barback to the Funds in accordance with the Funds’ existing investment advisory agreement (the “Existing Agreement”). Implementation of the Post-Transaction Agreement is dependent on consummation of the Transaction.Board.

Who May Vote

All shareholders of the Funds who own shares as of the close of business of the New York Stock Exchange on January 19, 2016June 30, 2021 (the “Record Date”) are entitled to vote on the proposal.proposal (the “Proposal”). Each share of each Fund will be entitled to one vote on the proposalProposal 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 [    ].

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 1-844-700-1478.1-800-787-7354. 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 who 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, Cheryl Wichers,Mary 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 the proposal,Proposal, one of the appointed proxies will vote your shares on the proposalProposal 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 proposalProposal 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” the proposal.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 proposal 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.

All shareholders of each FundTrust as of the Record Date will be entitled to vote on the proposal. Voting with respectProposal. 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 serve on the proposal will take place on a Fund-by-Fund basis, meaning thatBoard 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.

The approval of the Post-Transaction 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 the Post-Transaction Agreement with respect to any one Fund is not contingent upon the approval by any other Fund.against each nominee.

Shares represented in person or by proxy, including shares that abstain or do not vote with respect to the proposal,Proposal, will be counted for purposes of determining whether there is a quorum at the Special Meeting. Abstentions with respect to the 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 the proposalProposal in the same proportion as the votes of the Fund’s other shareholders on the proposal.

Adjournments

In the event that a quorum is not present at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. In addition, an adjournment is permitted if a quorum is present, but sufficient votes in favor of the proposalProposal 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 under the foregoing circumstances.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 or e-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 proposalProposal described in the Joint Proxy Statement. Should shareholders require additional information regarding the proxy, they may call the proxy solicitorRussell Investments toll-free at 1-844-700-1478.1-800-787-7354. The proxy solicitation costs of the Proposal are expected to be approximately $1.6 million.

Costs of the Special Meeting

FRCThe 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 proposalProposal 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 $750,000. 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. It also does not include 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. Each Fund’sCopies 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 [    ]SEPTEMBER 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 PROPOSAL

APPROVALELECTION OF A POST-TRANSACTION INVESTMENT ADVISORY AGREEMENT FORTRUSTEES TO THE FUNDSBOARD

IntroductionWho are the Trustee Nominees?

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, which will involve the acquisitionBoard at a meeting held on May 24, 2021, to stand for election by Emerald Acquisition Limited (“Emerald Acquisition”), a newly-formed acquisition vehicle, through one or more direct or indirect wholly-owned subsidiaries (the “Owners”),shareholders of the stockTrusts. 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 be elected as a Trustee by the Board 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 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 Trustee of RIC and RIF, be elected by shareholders to serve on the Board of the subsidiaries (including RIMCo) (the “Transferred Subsidiaries”)Trusts and assets (the “Transferred Assets”) that comprise Russell Investments from FRC. FRC is(ii) Messrs. Day and May, Ms. Shanahan and Mr. Barback be elected by shareholders to serve on the current parent companyBoard of RIMCo, whichthe 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 RIMCo 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”). 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 materially 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 the 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 each 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 Board, collectively, lead to the conclusion that the Trustee Nominees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that the Trustee Nominees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with 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 duties of a Trustee and whether each Trustee Nominee is otherwise qualified under applicable laws and regulations to serve as a Trustee. The Trustees have also considered not only the contributions that each Trustee Nominee can make to the Board and the Trust based upon their particular background, business and professional experience, education and skills, among other things, but also whether such background, business and professional experience, education and skills enhance the Board’s diversity. The Board’s Nominating 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 specific policy on diversity.

To date, the Nominating and Governance Committee has been able to identify, and expects to continue to be able to identify an ample number of qualified candidates from the resources at its disposal.

As described in the table above, the Independent Trustee Nominees possess the experience and skills to provide them a basis of acquiring knowledge of the business and operation of the Funds and the Trusts. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee Nominee: Ms. Cahoon has had experience as the senior financial executive of other investment companies and their investment adviser and distributor, as well as a certified public accountant who previously provided audit services in the financial sector at a multi-national accounting

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firm and has been determined by the Board to 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 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), it will resultMr. Barback is in a change of control of RIMCoposition to provide the Board with such entity’s perspectives on the management, operations and the assignment and automatic terminationdistribution of the Existing AgreementRIC 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 Present 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 and, therefore, each Fund.Trust is required 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 proposalProposal 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 near term.

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The Proposal does not apply to the four Trustees previously elected by a FundRIC and the Transaction is consummated, RIMCoRIF shareholders. Each of these Trustees will continue to serve ashold office during the investment adviser to that Fund in accordance with the Post-Transaction Agreement and 1940 Act. Each Fund currently employs discretionary and/or non-discretionary sub-advisers (each a “Money Manager” and collectively the “Money Managers”) with the exceptionlifetime of the Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund,Trusts, except as such Trustee sooner dies, retires, resigns or is removed, as provided for in the Trusts’ 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 Equity Growth Strategy Fund.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 TransactionTrustee 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 expectedresponsible 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 Chairman of the Board, 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 impactright to any compensation for any period following his or her resignation or removal, or any right to damages or other payment on RIMCo’s investment philosophy, management approach, or on how RIMCo manages each Fund. The current Money Managers for each Fund utilizing Money Managers (the “Manager-of-Managers Funds”) will not change asaccount of such removal. Any Trustee may be removed at any time by a resultvote of at least two-thirds of the Transaction, although money manager changes will continuenumber of Trustees prior to such removal. Any Trustee may also be made in the normal courseremoved at any meeting of business.

The termsshareholders called for that purpose by a vote of two-thirds of the Post-Transaction Agreement for each Fund are substantially the same as the termstotal combined net asset value of all shares of the Existing Agreement, except with respect to: (i) the amendmentapplicable Trust issued and outstanding. A meeting of the provision relating to the use of the name Frank Russell; (ii) a revised provision relating to research and other resources previously provided by FRC; (iii) the addition of a provision codifying the intended beneficiaries of RIMCo’s services under the Post-Transaction Agreement; and (iv) the effective and termination dates.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. It is 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.

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 September 30, 2015, RIMCo managed over $39.1 billion in 50 mutual fund portfolios. Russell Investments 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. RIMCo is currently a wholly-owned subsidiary of FRC and was established in 1982 to serve as the investment management arm of Russell Investments. FRC is an indirect subsidiary of London Stock Exchange Group plc (“LSEG”). LSEG is a diversified international market infrastructure and capital markets business.

The Transaction

LSEG acquired FRC in a transaction (the “LSEG Transaction”) with Northwestern Mutual Life Insurance Company, completion of which was announced on December 3, 2014. In connection with the LSEG Transaction, LSEG stated that it would undertake a comprehensive review (the “Review”) of FRC’s investment management business to determine its positioning and fit with LSEG. One part of the Review was 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 activities. On February 5, 2015, LSEG publicly announced that it had completed the Review, that the conclusion of the Review was to explore a sale of FRC’s investment management business in its entirety, and that a sale process would commence. Following this date, LSEG solicited expressions of interest in acquiring FRC’s investment management business from potential bidders in an auction process. LSEG will retain FRC and FRC’s index business. FRC’s index business has historically provided various services and support to RIMCo in respect of RIMCo’s Fund-related activities. In connection with the Transaction, FRC and Russell Investments will enter into index and intellectual property license agreements which will provide Russell Investments, including RIMCo, with access to the LSEG retained intellectual property and index data used in the conduct of its asset management business, including RIMCo’s Fund-related services.

On October 8, 2015, LSEG announced that it had entered into a stock and asset purchase agreement (the “Purchase Agreement”) with Emerald Acquisition and FRC providingshareholders for the salepurpose of FRC’s investment management business to Emerald Acquisition. Under the Purchase Agreement, Emerald Acquisition, directlyelecting or indirectly through the Owners, will acquire all of the outstanding stock of each of the Transferred Subsidiaries (“Equity Interests,” and the outstanding stock of RIMCo, the “RIMCo Equity Interest”) and the Transferred Assets from FRC for a purchase

price (the “Purchase Price”) of approximately U.S. $1.15 billion. The Purchase Price is subject to adjustment based upon a number of variables. It is expected that approximately U.S. $650 million of the Purchase Price will be financed throughremoving one or more term loans (the “Term Loan Facility”) borrowed underTrustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of shareholders of a credit agreement (the “Credit Agreement”) entered into by, among others, certain directTrust owning 10% or indirect subsidiariesmore of Emerald Acquisition (the “Borrowers”) and certain third-party financial institutions (the “Lenders”). It is intended that the Term Loan Facility, and a revolving credit facility undershares of the Credit Agreement in an amount of up to U.S. $50 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”), will be guaranteed, jointly and severally, by Emerald Acquisition and certain Transferred Subsidiaries, including RIMCo (collectively, the “Guarantors”). In addition, a TA Fund and a Reverence Capital Fund (the “Commitment Funds”) have committed to make equity contributions (the “Equity Contributions”) to Emerald Acquisition at closingTrust in the aggregate of U.S. $350 million. aggregate.

What are the Board’s Responsibilities?

The remaining U.S. $150 millionBoard is responsible under Massachusetts law for generally overseeing management of the Purchase Price payable by Emerald Acquisition to FRC (the “Holdback”) will be paid in four annual installments by Emerald Acquisition to FRC commencing on December 31, 2017 with payment guaranteed by the Commitment Funds (the “Guarantees”).

Following the closingbusiness and affairs of the Transaction, RIMCo will be an indirect wholly owned subsidiaryTrusts and does not manage operations on a day-to-day basis. The officers of Emerald Acquisition, through which the limited partnerseach Trust, all of the TA Funds will have a majority ownership interest in RIMCo indirectly through alternative investment vehicles createdwhom are employed by or from the TA Funds (the “TA Alternative Investment Vehicles”) and the limited partners of the Reverence Capital Funds will have a significant minority ownership interest in RIMCo indirectly through certain Reverence Capital Funds and through alternative investment vehicles (the “Reverence Capital Entities”). RIMCo will continue to be part of Russell Investments, which will operate as a separate entity with its own governance structure. TA Associates and Reverence Capital will have representation on the boards of directors of certain direct or indirect corporate parent companies of RIMCo.

Additional information regarding the ownership structure of RIMCo following the Transaction is included inExhibit C. The Transaction is expected to close in the first half of 2016, subject to regulatory and other 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 eighty percent (80%) of FRC’s investment management fee revenues as of an agreed upon base date. The registered investment companies advised by RIMCo generate approximately thirty-two percent (32%) of FRC’s investment management fee revenues for purposes of this requirement.

Control of RIMCo will be transferred again by a future transaction such as a management acquisition of the RIMCo Equity Interest, an initial public offering, or a disposition by sale or otherwise of the RIMCo Equity Interest arranged by TAare

Associates and/or Reverence Capital to another party or parties. In such an event, a “change12

officers of control” would occur and the Post-Transaction Agreement would automatically terminate by its terms, as required by the 1940 Act.

Information Concerning Emerald Acquisition

Emerald Acquisition is (and it is expected that the terms of the Facilities will require it to remain) a passive holding company with no operations and was created for the sole purpose of entering into the Transaction. At the closing of the Transaction, pursuant to the Equity Contributions, the limited partners of the TA Funds will indirectly acquire approximately a 66.7% outstanding ownership interest and the limited partners of the Reverence Capital Funds will indirectly acquire approximately a 33.3% outstanding ownership interest in Russell Investments through Emerald Acquisition. In addition, approximately 15% of the fully diluted equity of Emerald Acquisition will be reserved for a management equity incentive plan for senior management of Russell Investments.

TA Associates is one of the oldest and most experienced global growth private equity firms. TA Associates leads buyouts and minority recapitalizations of profitable growth companies in the technology, financial services, business services, healthcare and consumer industries, with more than forty (40) investments in financial services and technology companies and seventeen (17) prior investments in asset management businesses. Reverence Capital is a private investment firm, focused on investing in leading financial services companies. To date, it has invested in businesses involving four (4) asset managers through its private equity funds. Reverence Capital’s partners bring over 90 years of experience across a wide range of financial services sectors with significant experience in the asset management industry.

Transaction Not Expected to Adversely Affect RIMCo or the Funds

It is not expected that the Transaction will affect the investment strategies, processes or fees and expenses of 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. The current Money Managers for each Manager-of-Managers Fund will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. While there can be no assurance that any particular RIMCo employee will continue his or her employment with RIMCoRIM or its affiliates, Emerald Acquisition will issue retention awards to certain employees of Russell Investments atare responsible for the closingday-to-day management and administration of the Transaction. Russell Investments announced on February 9, 2016 that Sandra Cavanaugh, President and CEO of the Trust, has decided to retire at the end of June 2016. She will continue to lead the U.S. retail business and help with a smooth transition as Russell Investments selects and names a successor. In addition, Ms. Cavanaugh will be available as necessary in a consulting capacity for as long as

the rest of 2016 to assist with the leadership transition. Once Ms. Cavanaugh retires or her successor has been appointed and assumed his or herFunds’ operations. The Board carries out its general oversight responsibilities Ms. Cavanaugh may resign as a trustee of the Trust. This leadership change is not expected to have an adverse impact on any of the Funds.The proposal does 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.

As noted above, RIMCo will continue to be part of Russell Investments, which will operate as an independent entity with its own governance structure following the closing of the Transaction. The resources available to RIMCo to conduct its business activities, including its activities in respect of the Funds and to meet its obligations in respect of the Facilities, will consist of the revenues and capital that it generates internally, to the extent that such resources are not distributed to the OwnersFunds’ operations by, dividend or otherwise. RIMCo will no longer have LSEG or any other operating company as its parent. Under normal circumstances, it is expected that all of RIMCo’s “free” cash flow will be distributed to the Borrowers to pay principal and interest on the Facilities. Emerald Acquisition, which will own RIMCo indirectly through the Owners as a passive holding company with no operations, will have resources comprised solely of (a) the Guarantees of the Holdback and (b) any funds not prohibited by the terms of the Facilities from being distributed to it by the Borrowers and certain other of Emerald Acquisition’s subsidiaries. The Borrowers will have resources including (1) proceeds from the Term Loan Facility, the initial proceeds of which will be used to fund payment of the Purchase Price to FRC at the Transaction closing; (2) any amounts available under the Revolving Credit Facility; and (3) following the closing, the resources generated by Russell Investments’ business and distributed to the Owners. RIMCo and the other Guarantors will be limited by the terms and conditions of the Facilities from incurring indebtedness to support their business activities and will not be borrowers under the Facilities. The Borrowers may be permitted by the terms of the Facilities to incur incremental indebtedness but there is no assurance that credit will be available to the Borrowers, RIMCo, or any other Transferred Subsidiary.

As further noted above, the Transaction will be funded through a combination of the Equity Contributions and the Facilities. Under this structure, certain Transferred Subsidiaries, including RIMCo, will be Guarantors. Certain of the Equity Interests, including the RIMCo Equity Interest, will be pledged by Emerald Acquisition, the Borrowers and certain of the other Guarantors as collateral for the Facilities (“Loan Collateral”). If the Lenders foreclose on the Loan Collateral for any reason under the terms of the Facilities, including a default in payment of interest or principal as and when due in respect of the Facilities, such action would result in an assignment and automatic termination of the Post-Transaction Agreement. The Borrowers will be primarily dependent upon distributions of the operating profits of the Transferred Subsidiaries, including RIMCo, to make principal and interest payments as and when due in respect of the Facilities. TA Associates and Reverence Capital each believes

that the Transferred Subsidiaries’ historical operating profits are sufficient to meet the anticipated obligations of the Borrowers under the Facilities without diminution in the nature, scope, and/or quality of services to be provided to the Funds by RIMCo and its affiliates and that there should not be any pressure to increase fees for such services, increase revenues generated by the Funds for RIMCo and its affiliates, or decrease costs associated with such services in order to satisfy the terms or conditions of the Facilities. However, the operating profits of RIMCo and the other Transferred Subsidiaries after the Transaction may be adversely affected by a variety of factors, including general economic, market and/or business conditions, and by adverse developments specific to the business activities and operations of RIMCo and/or the other Transferred Subsidiaries. Consequently, there is no assurance that their operating profits will be sustained at historical levels. Emerald Acquisition is prepared to support RIMCo’s business through reinvesting cash flow to the extent not needed by the Borrowers to pay principal and interest in respect of the Facilities and additional capital investments, if and as appropriate, but has made no commitment and may be financially constrained in its ability to do so. TA Associates and Reverence Capital have made no commitment to provide any other financial support to Emerald Acquisition or RIMCo following the closing of the Transaction.

Although the Lenders have provided commitment letters for the Facilities, final terms of the Facilities have not been negotiated and finalized by Lenders, TA Associates and Reverence Capital. While not currently determinable, it is expected that the final terms of the Facilities will provide that, among other things, various conditionsmeeting with the Trusts’ management at the Board’s regularly scheduled meetings and events, including any failure inas otherwise needed and, with the payment of principal, interest, fees or other amounts as and when due in respectassistance of the Facilities (subject to any applicable exceptions and/Trusts’ management, monitoring or grace periods), will result in events of default. After and duringevaluating the continuance of such events of default, Lenders may be entitled to exercise various remedies, including foreclosure on the Loan Collateral. Foreclosure on the Loan Collateral would cause a change of control of RIMCo and automatic termination of the Post-Transaction Agreement by its terms, as required by the 1940 Act. The terms and conditions of the Facilities are expected to include restrictions on the ability of the Borrowers, Emerald Acquisition and the other Guarantors (including RIMCo) to make payments of dividends, incur indebtedness, incur liens, enter burdensome agreements, consummate certain asset dispositions, and make material changes in the nature of the business and are expected to include a requirement for continuation of Emerald Acquisition’s status as a passive holding company with no operations. These restrictions are not expected by RIMCo, TA Associates, or Reverence Capital to materially impact the businesses of RIMCo or other Guarantors or the Funds following the Transaction. A violation of any of these restrictions, however, if not cured within any applicable grace period, could result in an exercise of the Lenders’ remedies in respective of the Loan Collateral, a change of control of RIMCo, and automatic termination of the Post-Transaction Agreement. The final terms of the Facilities also are expected to include a financial maintenance covenant (the “Financial Covenant”) that would, subject to certain terms and conditions, prohibit Emerald Acquisition and certain of its subsidiaries from

exceeding certain levels of indebtedness in its capital structure. If permissible debt levels are exceeded under the Facilities, it is expected that Emerald Acquisition would be permitted to contribute additional capital to the Borrowers and/or the Borrowers would be permitted to raise additional equity in order to restore Emerald Acquisition’s compliance with the Financial Covenant. However, there is no assurance that any such additional capital contributions would be made by Emerald Acquisition or that the Borrowers would be able to raise or, if raised, apply any such additional equity proceeds in order to restore compliance with the Financial Covenant. The final terms of the Facilities may provide for additional events of default, which could result in foreclosure on the Loan Collateral and other rights to the Lenders, and additional limitations on the business activities and operations of RIMCo and the other Transferred Subsidiaries during the term of the Facilities, the effects of which cannot now be determined.

The consequences of a Loan Collateral foreclosure and ensuing automatic termination of the Post-Transaction Agreement by virtue of a change of control of RIMCo are not determinable at this time. In the event of a change of control, the Board would consider what actions, if any, are available, necessary, appropriate, and in the best interests of the Funds and their shareholders under the circumstances, which may include approving a temporary interim advisory agreement with RIMCo in accordance with Rule 15a-4 under the 1940 Act that would allow RIMCo to continue to serve as investment manager for a maximum period of 150 days.

Upon closing of the Transaction or shortly thereafter, RIMCo will be converted from a corporation to a limited liability company. In addition, RIMCo’s institutional advisory business is expected to be transferred to a different Transferred Subsidiary. Neither change is expected to impact the services provided to the Funds.

Impact of the Transaction on the Funds’ Existing Agreement and Summary of the Proposal

Shareholders of each Fund are being asked to approve the Post-Transaction Agreement between the Fund and RIMCo (or a limited liability company successor to 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

The 1940 Act requires that the Board, including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent

Trustees”) voting separately, approve initially for a term not to exceed two years the Existing Agreement and, with respect to the Funds that employ a manager-of-managers method of investment, the portfolio management and non-discretionary investment advisory contract, as applicable, with each Money Manager of the Funds (collectively, the “Existing Money Manager Agreements,” and together with the Existing Agreement, the “Existing RIF Agreements”) and, thereafter, to approve the continuation of each such Existing RIF Agreement on at least an annual basis, and that the terms and conditions of each Existing RIF Agreement provide for its termination if continuation is not approved annually and upon its “assignment” within the meaning of Section 2(a)(4) of the 1940 Act (“assignment”).

The Board, including all of the Independent Trustees, considered and approved the Existing RIF Agreements for an initial term of two years at a meeting held in person on July 29, 2014, and shareholders of each Fund approved the Fund’s Existing Agreement on November 3, 2014 in connection with the change of control resulting from the LSEG Transaction.

In connection with the LSEG Transaction, completion of which was announced on December 3, 2014, LSEG stated that it would undertake the Review of FRC’s investment management business to determine its positioning and fit with LSEG. One part of the Review was 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. On February 5, 2015, LSEG publicly announced that it had completed the Review, that the conclusion of the Review was to explore a sale of the FRC investment management business in its entirety, and that a sale process would commence. Following this date, LSEG solicited expressions of interest in acquiring FRC’s investment management business from potential bidders in an auction process. LSEG will retain FRC and FRC’s index business. FRC’s index business has historically provided various services and support to RIMCo in respect of RIMCo’s Fund-related activities. In connection with the Transaction, FRC and Russell Investments will enter into index and intellectual property license agreements which will provide Russell Investments, including RIMCo, with access to the LSEG retained intellectual property and index data used in the conduct of its asset management business, including RIMCo’s Fund-related services.

The Independent Trustees discussed with RIMCo and LSEG and monitored throughout the sale process the impact of uncertainty as to RIMCo’s ownership on the retention of key employees and on the ability of the Funds to retain assets and attract additional assets. The Independent Trustees requested, and RIMCo provided, weekly reports regarding Fund asset inflows and outflows and departures of key personnel. The Independent Trustees also received periodic status reports regarding the sale process from RIMCo and LSEG. Following the emergence of interested bidders, the Independent Trustees communicated their perspectives on certain of the bidders to RIMCo or LSEG when presented with opportunities to do so. With

respect to private equity firm bidders, such as TA Associates, these perspectives included Board concerns as to possible negative market reaction to the perceived transitional nature of any transaction with a private equity firm and to any utilization of significant leverage to complete such a transaction. The Board received status reports on the sale process not only at its regularly scheduled quarterly meetings during the sale process but in interim telephone conference call meetings with RIMCo and/or LSEG.

In anticipation of a change of ownership of RIMCo and consequent assignment and termination of the Existing RIF Agreements as a result of the announced conclusions of the Review, the Board met in person on May 18, 2015 (the “Existing RIF Agreement Review Meeting”) to review and discuss with RIMCo information (the “Existing RIF Agreement Financial Information”) regarding each Fund’s performance, fees, expenses, and profitability as of December 31, 2014.

During the course of a year, the Trustees receive a wide variety of materials regarding, among other things, the investment performance of the Funds, sales and redemptions ofFunds’ service providers, including RIM, the Funds’ shares,custodian and the Funds’ respective transfer agents. As part of this oversight process, the Board consults not only with management ofand RIM, but with the FundsTrusts’ independent auditors, Fund counsel and other services provided by RIMCo, and compliance with applicable regulatory requirements. In preparation for the Existing RIF Agreement Review Meeting,separate counsel to the Independent Trustees, with the advice and assistance of their independent counsel (“Independent Counsel”), also requested, and theTrustees. The Board reviewed: (1) information and reports prepared by RIMCo relating to the profitability of eachmonitors Fund to RIMCo; (2) information (the “Third-Party Information”) received from an independent, nationally recognized provider of investment company information comparing the performance of certain of the Funds and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by the provider to be generally comparable in investment objectives to the Funds; and (3) information prepared by RIMCo (the “RIMCo Comparative Information”) comparing the performance of certain underlying funds (defined below) and their respective operating expenses over various periods of time with other peer funds not managed by RIMCo, believed by RIMCo to be generally comparable in investment objectives to the underlying funds. In the case of each Fund, its other peer funds, whether identified as such in the Third-Party Information or the RIMCo Comparative Information, are collectively hereinafter referred towell as the Fund’s “Comparable Funds,” and, with the Fund, such Comparable Funds are collectively hereinafter referred to as the Fund’s “Performance Universe” in the case of performance comparisons and the Fund’s “Expense Universe” in the case of operating expense comparisons. In the case of certain, but not all, Funds, the Third-Party Information reflected changes in the Comparable Funds included in the Expense Universes as requested by RIMCo, which changes were noted in the Third-Party Information. The foregoing and other information received by the Board, including the Independent Trustees, in connection with its review of the Existing RIF Agreements at the Existing RIF Agreement Review Meeting is included in the Existing RIF Agreement Financial Information.

On October 8, 2015, LSEG announced that it had entered into the Purchase Agreement with FRC and Emerald Acquisition, providing for a possible sale of FRC’s investment management business to Emerald Acquisition. The Transaction, if completed, would result in the assignment of the Existing Agreement. Because the Existing Agreement would terminate upon its assignment, the Board was asked to consider approval of the terms and conditions of the Post-Transaction Agreement pursuant to which RIMCo, as an affiliate of Emerald Acquisition, would continue to serve as the investment adviser of each Fund following completion of the Transaction and thereafter to submit the Post-Transaction Agreement to each Fund’s shareholders for approval, as required by the 1940 Act. Because the Existing Money Manager Agreements may be deemed to terminate upon assignment of each Fund’s Existing Agreement, the Board also was asked to approve new portfolio management and/or non-discretionary investment advisory contracts with each applicable Fund’s Money Managers (the “Post-Transaction Money Manager Agreements,” and together with the Post-Transaction Agreement, the “Post-Transaction RIF Agreements”).

Following the announcement by LSEG of the Transaction, the Independent Trustees, with the advice and assistance of Independent Counsel, requested information to evaluate the Post-Transaction RIF Agreements. The Independent Trustees requested information relating to the nature, scope, and quality of services provided to the Funds by RIMCo andFunds. As part of its affiliates and advised RIMCo of their willingness to rely upon the Existing RIF Agreement Financial Information in their evaluation of the Post-Transaction RIF Agreements, if and to the extent that such information, together with any information updating or supplementing such information, continued to be accurate and complete as of the date of the request. In response to this request, RIMCo provided information relating to the nature, scope, and quality of services provided to the Funds by RIMCo and its affiliates which information also included the Existing RIF Agreement Financial Information as updated or supplemented as needed. Separately, the Independent Trustees submitted requests for information specifically regarding Emerald Acquisition and the impact of the Transaction on the interests of the Funds and their shareholders. The foregoing information and other information provided or presented by RIMCo, Emerald Acquisition, TA Associates, and Reverence Capital tomonitoring efforts, the Board including the Independent Trustees, in connection with its evaluation of the Post-Transaction RIF Agreements, including the information referred to below, hereinafter is referred to collectively as the “Post-Transaction RIF Agreement Information.”

On November 3, 2015, the Board met by telephone conference call to discuss preliminarily the announcement of the Transaction with representatives of FRC, RIMCo, TA Associates and Reverence Capital.

At a meeting held in person on December 7-8, 2015 (the “Post-Transaction RIF Agreement Information Meeting”), the Board, in further preparation for its evaluation of the Post-Transaction RIF Agreements, reviewed the Post-Transaction

RIF Agreement Information with representatives of FRC, RIMCo,reviews Fund management, TA Associates, and Reverence Capital, and separately in private sessions with Independent Counsel at which no representatives of FRC, RIMCo, Fund management, TA Associates, or Reverence Capital were present. Prior to the Post-Transaction RIF Agreement Information Meeting, the Board submitted supplemental information requests, including a supplemental request for additional analyses and information regarding the financial stability of RIMCo and financial models supporting the belief of TA Associates and Reverence Capital as to RIMCo’s financial stability following completion of the Transaction. Prior to the Post-Transaction RIF Agreement Information Meeting, the Trustees received a memorandum from counsel to the Funds (“Fund Counsel”) discussing the legal standards for their consideration of the Post-Transaction RIF Agreements, and the Independent Trustees separately received a memorandum regarding their responsibilities from Independent Counsel. At the Post-Transaction RIF Agreement Information Meeting, the Board requested additional information needed to evaluate the Post-Transaction RIF Agreements, including information regarding covenants and events of default in the Term Loan Facility and the Revolving Credit Facility that could lead to a change of control of RIMCo.

The Board met in person on December 16, 2015 to consider the approval of the Post-Transaction RIF Agreements (the “Post-Transaction RIF Agreement Evaluation Meeting,” and together with the Existing RIF Agreement Review Meeting and the Post-Transaction RIF Agreement Information Meeting, the “Agreement Information Meetings,” or individually an “Agreement Information Meeting”). At the Post-Transaction RIF Agreement Evaluation Meeting, the Independent Trustees met in person with representatives of FRC, RIMCo, and Fund management to review additional Post-Transaction RIF Agreement Information received after the Post-Transaction RIF Agreement Information Meeting and prior to or at that meeting. Representatives of TA Associates and Reverence Capital participated in the Post-Transaction RIF Agreement Information Meeting in person and participated in the Post-Transaction RIF Agreement Evaluation Meeting by conference call. Presentations made by FRC, RIMCo, TA Associates, and Reverence Capital at the Agreement Information Meetings encompassed all of the Funds and the other RIMCo-managed funds for which the Board has supervisory responsibility (the “Other Russell Funds”). Information received by the Board, including the Independent Trustees, prior to and at the Agreement Information Meetings is included in the Post-Transaction RIF Agreement Information. Presentations made by FRC, RIMCo, TA Associates, and Reverence Capital at the Agreement Information Meetings also are included in the Post-Transaction RIF Agreement Information. Prior to voting at the Post-Transaction RIF Agreement Evaluation Meeting, the Independent Trustees met in executive session with Independent Counsel, at which no representatives of FRC, RIMCo, Fund management, TA Associates, or Reverence Capital were present, to review additional Post-Transaction RIF Agreement Information received prior to and at the Meeting. The discussion below reflects all of these reviews.

The Board’s evaluation of the Post-Transaction RIF Agreements reflected the Post-Transaction RIF Agreement Information and other information received by the Board during the course of the year or in prior years. The Independent Trustees’ evaluations of the Post-Transaction RIF Agreements also reflected the knowledge and familiarity gained as Board members of the Funds and the Other Russell Funds with respect to services provided by RIMCo, RIMCo’s affiliates, and each Money Manager to the Funds under the Existing RIF Agreements and services proposed to be provided to the Funds under the Post-Transaction RIF Agreements.

In evaluating the Post-Transaction RIF Agreement Information, the Board considered that each of the Funds, other than the Funds that are structured as funds of funds (the “Funds of Funds”), and each of the funds in which the Funds of Funds invest (the “Underlying Funds”), employs a manager-of-managers method of investment and RIMCo’s advice that such Manager-of-Managers Funds and Underlying Funds in employing a manager-of-managers method of investment operate in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an investment advisory fee is paid by the investment company to its adviser, which in turn employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser’s style and investment philosophy. RIMCo has engaged multiple unaffiliated Money Managers for all Funds except the Funds of Funds, which are currently managed only by RIMCo, and for all Underlying Funds. A Money Manager may have (1) a discretionary asset management assignment pursuant to which it is allocated a portion of a Manager-of-Managers Fund’s or Underlying Fund’s assets to manage directly in its discretion, (2) a non-discretionary assignment pursuant to which it provides a model portfolio to RIMCo representing its investment recommendations, based upon which RIMCo purchases and sells securities for a Manager-of-Managers Fund or Underlying Fund, or (3) both a discretionary and a non-discretionary assignment.

The Board considered that RIMCo (rather than any Money Manager in the case of Manager-of-Managers Funds and Underlying Funds) is responsible under the Existing Agreement, and would be responsible under the Post-Transaction RIMCo Agreement, for determining, implementing, and maintaining the investment program for each Fund. Assets of each Manager-of-Managers Fund and Underlying Fund generally have been allocated among multiple Money Manager investment strategies. The Manager-of-Managers Funds and Underlying Funds may employ discretionary and/or non-discretionary Money Managers selected by RIMCo, subject to Board approval, for that Fund. RIMCo manages Manager-of-Managers Fund and Underlying Fund assets not allocated to discretionary Money Managers, which include assets managed by RIMCo to effect a Manager-of-Managers Fund’s or Underlying Fund’s investment strategies and/or to actively manage a Manager-of-Managers Fund’s or Underlying Fund’s overall exposures to seek to achieve the desired risk/return profile for the Fund. RIMCo also manages the portion of Manager-of-Managers Fund and Underlying Fund assets for which a Manager-of-Managers Fund’s or Underlying Fund’s non-discretionary Money Managers provide

model portfolios to RIMCo and each Manager-of-Managers Fund’s and Underlying Fund’s liquidity reserves. RIMCo may also manage portions of a Manager-of-Managers Fund or Underlying Fund during transitions between Money Managers. The assets of each Fund of Funds are invested in different combinations of Underlying Funds pursuant to target asset allocations set by RIMCo. RIMCo may modify the target asset allocation for any Fund of Funds and/or the Underlying Funds in which the Funds of Funds invest. In all cases, Fund assets are managed directly by RIMCo pursuant to authority provided by the Existing Agreement, and would be managed directly by RIMCo pursuant to authority provided by the Post-Transaction Agreement.

RIMCo is responsible for selecting, subject to Board approval, Money Managers for each Manager-of-Managers Fund and Underlying Fund and for actively managing allocations and reallocations of its assets among the Money Managers or their strategies and RIMCo itself. The Board has been advised that RIMCo’s goal with respect to the Manager-of-Managers Funds and Underlying Funds is to construct and manage diversified portfolios in a risk-aware manner. Each Money Manager for a Manager-of-Managers Fund or Underlying Fund in effect performs the function of an individual portfolio manager who is responsible for selecting portfolio securities for the portion of the Fund assigned to it by RIMCo (each, a “segment”) in accordance with the Fund’s applicable investment objective, policies and restrictions, any constraints placed by RIMCo upon their selection of portfolio securities and the Money Manager’s specified role in a Fund. For each Manager-of-Managers Fund and Underlying Fund, RIMCo is responsible, among other things, for communicating performance expectations to each Money Manager; supervising compliance by each Money Manager with each Fund’s investment objective and policies; authorizing Money Managers to engage in or provide recommendations with respect to certain investment strategies for a Fund or Underlying Fund; and recommending annually to the Board whether portfolio management and non-discretionary investment advisory contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification, or termination of portfolio management and non-discretionary investment advisory contracts, RIMCo is responsible for recommending to the Board additions of new Money Managers or replacements of existing Money Managers at any time when, based on RIMCo’s research and ongoing review and analysis, such actions are appropriate. RIMCo may impose specific investment or strategy constraints from time to time for each Money Manager intended to capitalize on the strengths of that Money Manager or to coordinate the investment activities of Money Managers for the Manager-of-Managers Funds or Underlying Funds in a complementary manner. Therefore, RIMCo’s selection of Money Managers is made not only on the basis of performance considerations but also on the basis of anticipated compatibility with other Money Managers in the same Manager-of-Managers Fund or Underlying Fund. In light of the foregoing, the overall performance of each Manager-of-Managers Fund and Underlying Fund over appropriate periods has reflected, in great part, the performance of RIMCo in designing the Fund’s investment program, structuring the

Fund, selecting an effective Money Manager with a particular investment style or sub-style for a segment that is complementary to the styles of the Money Managers of other Fund segments, and allocating assets among the Money Managers or their strategies in a manner designed to achieve the objectives of the Manager-of-Managers Fund or Underlying Fund.

The Board considered that the prospectuses for the Manager-of-Managers Funds and Underlying Funds and other public disclosures emphasize to investors RIMCo’s role as the principal investment manager for each such Fund, rather than the investment selection role of the Funds’ Money Managers, and describe the manner in which the Funds operate so that investors may take that information into account when deciding to purchase shares of any Manager-of-Managers Fund or Underlying Fund. The Board further considered that Manager-of-Managers Fund and Underlying Fund investors in pursuing their investment goals and objectives likely purchased their shares on the basis of this information and RIMCo’s reputation for and performance record in managing the structure of the Manager-of-Managers Funds and Underlying Funds.

The Board also considered the demands and complexity of managing the Manager-of-Managers Funds and Underlying Funds pursuant to the manager-of-managers structure; the special expertise of RIMCo with respect to the manager-of-managers structure of the Funds; and the likelihood that, at the current expense ratio of each Manager-of-Managers Fund and Underlying Fund, there would be no acceptable alternative investment managers to replace RIMCo on comparable terms given the need to continue the manager-of-managers strategy of such Fund selected by shareholders in purchasing their shares.

In addition to these general factors relating to the structure of the Manager-of-Managers Funds and Underlying Funds, the Trustees considered, with respect to each Fund, various specific factors in respect of the Post-Transaction Agreement, including the following:

agent fees and any fees received for management or administration of securities lending cash collateral, soft dollar arrangements and commissions in connection with portfolio securities transactions;

In reviewing the nature, scope and overall quality of the investment management and other services provided, and which are expected to be provided, to the Funds, including Fund portfolio management services, the Board discussed with senior representatives of RIMCo at the Post-Transaction RIF Agreement Information Meeting the impact on the Funds’ operations of changes in RIMCo personnel providing investment management and other services to the Funds during the past year or expected in the future, whether as a result of the LSEG Transaction, the Review, the Transaction, or otherwise. The Board was not advised of any expected diminution in the nature, scope, or quality of the investment advisory or other services provided to the Funds from such changes.

As noted above, RIMCo, in addition to managing the investment of each Manager-of-Managers Fund’s and Underlying Fund’s cash, may directly manage a portion of certain Manager-of-Managers Funds and Underlying Funds (the “Participating Funds”) pursuant to the relevant Existing Agreement and the Post-Transaction Agreement, the actual allocation being determined from time to time by the Participating Funds’ portfolio manager. Beginning in 2012, RIMCo implemented a strategy of managing a portion of the assets of the Participating Funds to actively manage such Funds’ overall exposures by investing in securities or other instruments that RIMCo believes will achieve the desired risk/return profiles for such Funds. RIMCo monitors the Participating Funds’ risk/return profiles by assessing Fund characteristics, including risk, using a variety of measurements, such as tracking error, and may seek to actively manage Fund exposures consistent with the Funds’ investment objectives and strategies. For U.S. equity Funds, Fund exposures may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, or sector). For non-U.S. equity, global infrastructure, and global real estate Funds, Fund exposures may be managed with the goal to increase or decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector, country or region). For fixed-income Funds, Fund exposures may be managed with the goal to increase or decrease exposures (such as sector, industry, currency, credit, or mortgage exposure, country risk, yield curve positioning or interest rates). For alternative and specialty Funds, Fund exposures may be managed with the goal to increase or

decrease exposures (such as volatility, momentum, value, growth, capitalization size, industry, sector, region, currency, commodity, credit or mortgage exposure, country risk, yield curve positioning or interest rates). For all Funds, Fund characteristics may be managed to offset undesired relative over- or under-weights in order to seek to achieve the desired risk/return profile for each Fund. RIMCo may utilize quantitative or qualitative analysis or quantitative models designed to assess Fund characteristics and identify a portfolio that provides the desired exposures or use strategies based on indexes that represent the desired exposures, including index replication and optimized index sampling. Based on this, for the portion of a Fund’s assets directly managed by RIMCo, RIMCo may invest in common stocks, fixed income securities, pooled investment vehicles, exchange-traded notes, REITs, short-term investments, currencies and/or derivatives, including futures, forwards, options, and/or swaps, in order to seek to achieve the desired risk/return profile for the Fund. Derivatives may be used to take long or short positions. In addition, RIMCo may elect to adjust the exposure obtained through the cash equitization process to manage Fund exposures.

RIMCo also may manage Fund assets directly to effect a Fund’s investment strategies. RIMCo’s direct management of assets for these purposes is hereinafter referred to as the “Direct Management Services.” RIMCo also may reallocate Fund assets among Money Managers, increase Fund cash reserves, or determine not to be fully invested. RIMCo’s Direct Management Services generally are not intended to be a primary driver of Manager-of-Managers Funds’ or Underlying Funds’ investment results, although the services may have a positive or negative impact on investment results, but rather are intended to enhance incrementally the ability of Funds to carry out their investment programs. The Board considered that during the period, and to the extent that RIMCo employs its Direct Management Services other than via the cash equitization process in respect of Participating Funds, RIMCo is not required to pay investment advisory fees to a Money Manager with respect to assets that are directly managed and that the profits derived by RIMCo generally and from the Participating Funds consequently may be increased incrementally, although RIMCo may incur additional costs in providing Direct Management Services. The Board, however, also considered the potential benefits of the Direct Management Services to Participating Funds; the limited, although increasing, amount of assets that to the date of the Agreement Information Meetings were being managed directly by RIMCo pursuant to the Direct Management Services; and the fact that the aggregate Advisory Fees paid by the Participating Funds are not increased as a result of RIMCo’s direct management of Fund assets as part of the Direct Management Services or otherwise.

In reviewing the Funds’ Advisory Fees in light of Fund performance, the Board considered that in the Post-Transaction RIF Agreement Information and at past meetings, RIMCo noted differences between the investment strategies of certain Funds and their respective Comparable Funds in pursuing their investment objectives. The Board noted RIMCo’s further past advice that the strategies pursued

by the Funds, among other things, are intended to result in less volatile, more moderate returns relative to each Fund’s performance benchmark rather than more volatile, more extreme returns that its Comparable Funds may experience over time.

The Third-Party Information included, among other things, comparisons of the Funds’ Advisory Fees with the investment advisory fees of their Comparable Funds on an actual basis (i.e., giving effect to any voluntary fee waivers implemented by RIMCo and the advisers to such Fund’s Comparable Funds). The Third-Party Information, among other things, showed that the RIF Multi-Style Equity Fund, RIF Aggressive Equity Fund, RIF Non-U.S. Fund, RIF Core Bond Fund, and RIF Global Real Estate Securities Fund each had an Advisory Fee which, compared with its Comparable Funds’ investment advisory fees on an actual basis, was ranked in the fourth or fifth quintile of its Expense Universe for that expense component. The Advisory Fee for each of the other Funds ranked in the third quintile or better of its Expense Universe. In these rankings, the first quintile represents funds with the lowest investment advisory fees among funds in the Expense Universe and the fifth quintile represents funds with the highest investment advisory fees among the Expense Universe funds. The comparisons were based upon the latest fiscal years for the Expense Universe funds. The Board considered that the actual Advisory Fee for each of the RIF Non-U.S. Fund and RIF Core Bond Fund was less than 1.5 basis points from the third quintile of its Expense Universe. The Board further considered RIMCo’s explanation of the reasons for the Funds’ actual Advisory Fee rankings and RIMCo’s belief that the Funds’ Advisory Fees are fair and reasonable under the circumstances, notwithstanding such comparisons. Among other things, RIMCo noted that meaningful comparisons of investment advisory fees between funds affiliated with insurance companies issuing variable annuity and life policies and non-affiliated funds, such as the Funds, are difficult as insurance companies may allocate fees between the investment policies and their underlying funds. The Board determined that it would continue to monitor the Funds’ Advisory Fees against the Funds’ Comparable Funds’ investment advisory fees.

In discussing the Funds’ Advisory Fees generally, RIMCo noted, among other things, that its Advisory Fees for the Funds encompass services that may not be provided by investment advisers to the Funds’ Comparable Funds, such as cash equitization and, in the case of the Manager-of-Managers Funds and Underlying Funds, management of portfolio transition costs when Money Managers are added, terminated or replaced.

RIMCo also observed that its “margins” in providing investment advisory services to the Manager-of-Managers Funds and Underlying Funds tend to be lower than competitors’ margins because of the demands and complexities of managing the Funds’ manager-of-managers structure, including RIMCo’s payment of a significant portion of the Manager-of-Managers Funds’ and Underlying Funds’ Advisory Fees to their Money Managers. RIMCo expressed the view that Advisory Fees should be considered in the context of a Fund’s total expense ratio to obtain a complete picture.

The Board, however, considered each Fund’s Advisory Fee on both a standalone basis and in the context of the Fund’s total expense ratio.

RIMCo attributed the relative ranking of the actual Advisory Fees of the RIF Multi-Style Equity Fund and the RIF Aggressive Equity Fund to changes in the Funds’ respective Expense Universes during the past year that adversely affected each Fund’s Expense Universe rankings. RIMCo noted that the previous advisory fee waiver of 0.05% for the RIF Aggressive Equity Fund was removed effective May 1, 2015. RIMCo further noted that the total expense ratio for the RIF Multi-Style Equity Fund and the RIF Aggressive Equity Fund, taking into account the removal of the 0.05% Advisory Fee waiver for the RIF Aggressive Equity Fund, ranked in the third quintile of their respective Expense Universes.

With respect to the RIF Global Real Estate Securities Fund, RIMCo noted that the Third-Party Information, to include a sufficient number of Comparable Funds in the Fund’s Expense Universe, included both global and U.S. real estate funds in the Expense Universe. According to RIMCo, U.S. real estate funds generally have lower investment advisory fees, which lower the Expense Universe advisory fee median. RIMCo further noted that the Fund’s total expense ratio ranked in the third quintile of its Expense Universe.

Based upon information provided by RIMCo, the Board reviewed for each Fund whether economies of scale have been realized and whether the Advisory Fee for such Fund appropriately reflects or should be revised to reflect any such economies. The Board reviewed, among other things, the variability of Money Manager investment advisory fees and other factors associated with the manager-of-managers structure employed by the Manager-of-Managers Funds and Underlying Funds as well as net Fund redemptions or purchases in recent years, including, especially, the period since LSEG’s announcement of the conclusion of the Review and its intention to sell the FRC investment management business. The Board considered RIMCo’s advice that the impact of its Direct Management Services was not expected to materially affect RIMCo’s economies due to the relatively small strategic allocation targets and associated costs to RIMCo of providing such services.

The Funds are distributed exclusively through variable annuity and variable life insurance contracts issued by insurance companies. Currently, the Funds are made available to new holders of such insurance policies (“Insurance Contract Holders”) by one insurance company. RIMCo has advised the Board that it does not expect that additional insurance companies will make the Funds available to their variable annuity or variable life insurance policyholders in the near or long term because of a declining interest by the insurance companies generally in variable insurance trusts, such as the Funds, as investment vehicles supporting their products. Notwithstanding this expectation, RIMCo has expressed its belief that the Funds will remain viable in light of their cash inflows from the current participating insurance company. The Board considered, among other things, the negative implications for significant

future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Manager-of-Managers Funds, including the variability of Money Manager investment advisory fees.

Northwestern Mutual is the insurance company making the Funds available to their Insurance Contract Holders. At the Post-Transaction RIF Agreement Information Meeting, RIMCo expressed its belief that Northwestern Mutual intends to continue to make the Funds available to its Insurance Contract Holders following the Transaction. However, the Board received no direct assurances in this regard directly from Northwestern Mutual. If Northwestern Mutual were to discontinue its participation in the Funds, the Board considered that it is unlikely that the Funds would remain viable.

The Board also considered that the fees payable to RIMCo or its affiliates by most but not all institutional clients with respect to institutional funds with investment objectives similar to those of the Funds and the Other Russell Funds are lower, and, in some cases may be substantially lower, than the rates paid by certain of the Funds and the Other Russell Funds. The Trustees received information comparing the fees payable to RIMCo by certain institutional clients and the Funds. The Trustees considered the differences in the nature and scope of services RIMCo provides to institutional clients and the Funds. RIMCo explained, among other things, that institutional clients have fewer compliance, administrative, and other needs than the Funds. RIMCo also noted that since the Funds must constantly issue and redeem their shares, they are more difficult to manage than institutional accounts where assets are relatively stable. In addition, RIMCo noted that the Funds are subject to heightened regulatory requirements relative to institutional clients, and that the process associated with the acquisition of new assets is considerably more expensive in the retail market, relative to the institutional market. The Board noted that RIMCo provides office space and facilities to the Funds and all of the Funds’ officers. Accordingly, the Trustees concluded that the services provided to the Funds are sufficiently different from the services provided to the institutional clients that comparisons are not probative and should not be given significant weight.

With respect to the Funds’ total expenses the Third-Party Information showed that the none of the Funds had total expenses that ranked in fourth or fifth quintiles of its Expense Universe. In these rankings, the first quintile represents the funds with the lowest total expenses among funds in the Expense Universe and the fifth quintile represents funds with the highest total expenses among the Expense Universe funds.

On the basis of the Post-Transaction RIF Agreement Information and other information previously received by the Board from RIMCo during the course of the current year or in prior years, or presented at or in connection with the Agreement Information Meetings by RIMCo, the Board, in respect of each Fund, found after

giving effect to any applicable waivers and/or reimbursements and considering any differences in the composition and investment strategies of its respective Comparable Funds that (1) the Advisory Fee charged by RIMCo was reasonable in light of the nature, scope and overall quality of the investment management and other services provided, and expected to be provided, to the Fund; (2) the relative expense ratio of the Fund either was comparable to those of its Comparable Funds or RIMCo had provided an explanation satisfactory to the Board as to why the relative expense ratio was not comparable to those of its Comparable Funds; (3) RIMCo’s methodology of allocating expenses of operating funds in the complex was reasonable; (4) other benefits and fees received by RIMCo or its affiliates from the Fund were not excessive; (5) RIMCo’s profitability with respect to the Fund was not excessive in light of the nature, scope, and overall quality of the investment management and other services provided by RIMCo; and (6) the Advisory Fee charged by RIMCo, with implementation of the new breakpoints in the case of certain Underlying Funds, appropriately reflects any economies of scale realized by such Fund in light of various factors, including the negative implications for significant future Fund asset growth of RIMCo’s expectation that no additional insurance companies will make the Funds available to their variable annuity and variable life insurance policyholders and other factors associated with the manager-of-managers structure employed by the Manager-of-Managers Funds and Underlying Funds, including the variability of Money Manager investment advisory fees as well as the possible discontinuation of Northwestern Mutual’s participation in the Funds.

The Board, in assessing the Funds’ performance, focused upon each Fund’s performance for the 3-year period ended December 31, 2014 as most relevant but also considered Fund performance for the 1- and 5-year periods ended such date. In reviewing the Funds’ performance generally, the Board took into consideration various steps taken by RIMCo beginning in 2012 to enhance the performance of certain Manager-of-Managers Funds and Underlying Funds, including changes in Money Managers, and, in the case of Participating Funds, RIMCo’s implementation of its Direct Management Services.

With respect to the RIF Aggressive Equity Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for the 3- and 5-year periods ended December 31, 2014 and was ranked in the fifth quintile for the 1-year period ended such date. RIMCo noted that in 2012 it had changed the Fund’s investment strategy from investing principally in small and medium capitalization securities to investing principally in small capitalization securities, which resulted in a change to the Fund’s primary benchmark. RIMCo attributed the Fund’s three-year underperformance relative to its Performance Universe to the market cap mismatch relative to the Performance Universe prior to the Fund’s investment strategy change.

With respect to the Moderate Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fifth quintile of its Performance

Universe for the 3- and 5-year periods ended December 31, 2014, and ranked in the fourth quintile of its Performance Universe for the 1-year period ended such date. The Board considered that the Balanced Strategy Fund and Moderate Strategy Fund outperformed their respective benchmarks for the 3-year period ended December 31, 2014. With respect to the Balanced Strategy Fund, the Third-Party Information showed that the Fund’s performance was ranked in the fourth quintile of its Performance Universe for each of the 1-, 3- and 5-year periods ended December 31, 2014. With respect to the Growth Strategy Fund and Equity Growth Strategy Fund, the Third-Party Information showed that each Fund’s performance was ranked in the fifth quintile of its Performance Universe for each of the 1-, 3- and 5-year periods ended December 31, 2014. The Board considered RIMCo’s explanation that the underperformance of the Funds relative to their respective peer groups was mainly due to asset allocation differences. RIMCo noted, among other things, that the RIF Balanced Strategy Fund and RIF Moderate Strategy Fund tend to have a higher allocation to fixed income and a lower allocation to equities than their Comparable Funds, and that equities have largely outperformed fixed income on an annualized basis over the 3-year period. RIMCo also explained that each of the Funds tends to hold more diversified growth-oriented assets beyond traditional equities (such as global real estate, infrastructure, commodities, global high yield debt, emerging market debt, and liquid alternatives strategies), which have lagged in the strong equity markets. This exposure, according to RIMCo, is intended to provide diversification benefits and dampen volatility. RIMCo further noted that, within the equity positions held by the Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund and Equity Growth Strategy Fund, the Funds have more of a global equity allocation and less U.S. bias relative to their respective Comparable Funds, and the U.S. markets outperformed international developed markets over the 3-year period ended December 31, 2014. The Board also considered that in January 2014, the Funds implemented a change in strategic asset allocations, which decreased positions in core fixed income, international developed equity, and commodities, and increased positions in small cap, emerging markets, and infrastructure. According to RIMCo, these changes brought the Funds’ allocations directionally closer towards the average equity and fixed income allocations of the Comparable Funds, although the Funds continue to maintain more diversified growth asset exposure and a larger globally diversified equity allocation than their Comparable Funds.

In assessing performance, the Board reviewed each Fund’s absolute performance and performance relative to appropriate benchmarks and indices, in addition to such Fund’s performance relative to its Comparable Funds. In assessing the Funds’ performance relative to their Comparable Funds or benchmarks or in absolute terms, the Board considered RIMCo’s stated investment strategy of managing the Funds in a risk-aware manner. The Board also considered the Money Manager changes that have been made in recent periods and that the performance of Money Managers continues to impact Fund performance for periods prior and subsequent to their termination, and that any incremental positive or negative impact of the Direct

Management Services, which continue to evolve in nature and scope, was not yet fully reflected in the Fund’s investment results. Lastly, the Board considered potential new strategies discussed at prior Board meetings that may be employed by RIMCo in respect of certain Funds.

At the Post-Transaction RIF Agreement Evaluation Meeting, the Board concluded that, under the circumstances, including those described below, and based on RIMCo’s performance information and reviews for each Fund and the other Post-Transaction RIF Agreement Information, the performance of each of the Funds would be consistent with the approval of the Post-Transaction Agreement.

At the Agreement Information Meetings, with respect to the review of the terms of the Post-Transaction Money Manager Agreements, the Board received and considered information from RIMCo reporting for each Money Manager, among other things, the Money Manager’s performance over various periods; RIMCo’s assessment of the performance of each Money Manager; any significant business relationships between the Money Manager and RIMCo or Russell Financial Services, Inc. (“RFS”), the Funds’ underwriter; and RIMCo’s recommendation to retain the Money Manager at the current fee rate, to retain the Money Manager at a reduced fee rate, or to terminate the Money Manager. The Board received reports during the course of the year from the Funds’ Chief Compliance Officer regarding her assessments of Money Manager compliance programs and any compliance issues. RIMCo did not identify any benefits received by Money Managers or their affiliates as a result of their relationships with the Funds other than benefits from their soft dollar arrangements and commissions paid to any affiliated broker/dealer through which they execute trades. The Post-Transaction RIF Agreement Information described oversight of Money Manager soft dollar arrangements. The Post-Transaction RIF Agreement Information expressed RIMCo’s belief that, based upon certifications from Money Managers and pre-hire and ongoing reviews of Money Manager soft dollar arrangements, policies, and procedures, the Money Managers’ soft dollar arrangements, policies, and procedures are consistent with applicable legal standards and with disclosures made by Money Managers in their investment adviser registration statements filed with the SEC and by the Funds in their registration statements. RIMCo, as it has in the past, advised the Board that it does not regard Money Manager profitability as relevant to its evaluation of the portfolio management and non-discretionary investment advisory contracts with Money Managers because the willingness of Money Managers to serve in such capacity depends upon arm’s-length negotiations with RIMCo; RIMCo is aware of the standard fee rates charged by Money Managers to other clients; and RIMCo believes that the fees agreed upon with Money Managers are reasonable in light of the anticipated quality of investment advisory services to be rendered. The Board accepted RIMCo’s explanation of the relevance of Money Manager profitability in light of RIMCo’s belief that such fees are reasonable; the Board’s findings as to the reasonableness of the Advisory Fee paid by each Fund; and the fact that each Money Manager’s fee is paid by RIMCo. Based substantially upon RIMCo’s

recommendations, together with the Post-Transaction RIF Agreement Information, the Board concluded that the fees paid to the Money Managers of each Fund are reasonable in light of the quality of the investment advisory services provided.

In approving the Post-Transaction Agreement and determining to submit it to shareholders for their approval, the Trustees, in addition to the reviews described above, conducted a review that was specifically focused on the Transaction and its impact on the interests of the Funds and their shareholders, and, in doing so, considered a variety of factors, positive and negative, deemed relevant in their business judgment, certain of which are discussed below. The discussion below is not intended to be all-inclusive.

Investment Vehicles and the Reverence Capital Entities, respectively, could be shorter or longer than the historical duration of its investments in investment management companies. The impact of such exit on RIMCo’s operations and financial condition is not determinable at this time, although an exit likely would result in a change of control of RIMCo.

FRC. TA Associates and Reverence Capital informed the Board that Emerald Acquisition (which is, and it is expected that the terms of the Facilities will require it to remain, a passive holding company with no operations) is prepared to support the business of RIMCo through reinvestment of cash flow and additional capital investments, if and as appropriate, but made no commitments and may be financially constrained in its ability to do so.

affiliates as a result of their relationships with the Fund. (See “Terms of the Existing and Post-Transaction Agreements” below.)

with special expertise to continue the manager-of-managers structure selected by shareholders of the Manager-of-Managers Funds and Underlying Funds on comparable terms and conditions. In such event, the Board will consider what actions, if any, are available, necessary, appropriate, and in the best interests of the Funds and their shareholders under the circumstances, which may include approving a temporary interim advisory agreement with RIMCo in accordance with Rule 15a-4 under the 1940 Act that would allow RIMCo to continue to serve as investment manager for a maximum period of 150 days.

In evaluating the Post-Transaction RIF Agreements, the Board considered various risks associated with the Transaction or if the Transaction is not completed, including the possibility that a change of control terminating the Post-Transaction RIF Agreements may occur at any time after the Transaction in the event of, among others things, (1) a default under the Facilities by the Borrowers and the Guarantors, including RIMCo, or (2) exits from the investments made by the TA Alternative Investment Vehicles and/or the Reverence Capital Entities. Moreover, the Board considered that, although TA Associates and Reverence Capital believe, based on the historical operating profits of RIMCo and the other Transferred Subsidiaries, that the “free” cash flows of RIMCo and the other Transferred Subsidiaries will be sufficient for the Borrowers and the Guarantors to meet their debt service obligations under the Facilities with no diminution in the nature, scope, or quality of services provided to the Funds,Funds. The Board is required under the operating profits of RIMCo1940 Act to review and approve the Funds’ contracts with RIM and the other Transferred Subsidiaries may be adversely affected by various factors, including general economic, marketmoney managers.

What are the Board’s Standing Committees?

Each Board has a standing Audit Committee, Nominating and business conditionsGovernance Committee, and developments specific to the business activitiesRegulatory and operations of RIMCoInvestment Compliance Committee.

Audit Committee

The Board has adopted and the other Transferred Subsidiaries. Therefore, there is no assurance that the historical operating profits of RIMCo and the other Transferred Subsidiaries will be sustained following completion of the Transaction at levels sufficientapproved a formal written charter for the Borrowers andAudit Committee, which sets forth the GuarantorsAudit Committee’s current responsibilities. The Audit Committee’s primary functions are: (1) to meet their obligations in respectassist Board oversight of (a) the Facilities and to do so without diminution in the nature, scope and quality of services provided by RIMCo and its affiliates to the Funds. Consequently, the Board identified as the principal factor in determining whether to approve the Post-Transaction RIF Agreements the immediate need to provide for uninterrupted

investment advisory and other services required for the operations of the Funds following the automatic termination of the Existing RIF Agreements upon completion of the Transaction. The Board also noted LSEG’s stated intention to dispose of its interests in FRC’s investment management business and the uncertainty that if the Board did not approve the Post-Transaction RIF Agreements, or the Transaction is not completed, another transaction could be arranged by LSEG, or if arranged, could entail terms and conditions more unfavorable than the Transaction. No other factors or single factor reviewed by the Board was identified as a principal factor in determining whether or not to approve the Post-Transaction RIF Agreements and each Board member may have 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.

Following the Post-Transaction RIF Agreement Evaluation Meeting, the Independent Trustees were advised of two changes in RIMCo’s management, including a change in the Funds’ leadership. On January 13, 2016, RIMCo publicly announced that Vernon Barback had been appointed President of Russell Investments. With respect to the management change affecting the Funds’ leadership, RIMCo publicly announced on February 9, 2016 that Sandra Cavanaugh, Chief Executive Officer of the Funds and a memberintegrity of the Funds’ Board, would retire atfinancial statements, (b) RIC and RIF’s compliance with legal and regulatory requirements that relate to financial reporting, as appropriate, (c) the endindependent registered public accounting firm’s qualifications and independence, and (d) the performance of June 2016. The Independent Trustees were not aware of,RIC and therefore did not consider, these changes in their evaluation of the Post-Transaction Agreement. On January 14, 2016, the Independent Trustees of the Funds met by conference call with members of RIMCo’s executive management and received information regarding these changes. On January 18, 2016, the Independent Trustees met privately by conference call with Independent CounselRIF’s independent registered public accounting firm; (2) to discuss the management changes, and following that meeting, the Independent Trustees submitted a list of questions regarding the management changes and their impact on the Funds. The Board again met with representatives of RIMCo’s executive management by conference call on January 28, 2016 to review responses to its questions. Following this review, the Independent Trustees continued the conference call meeting, after excusing RIMCo’s representatives, to discuss in executive session with their Independent Counsel the foregoing changes in RIMCo management. Following discussion, the Independent Trustees determined that, while the changes, particularly with respect to Ms. Cavanaugh, would have been relevant to its evaluation of the Post-Transaction Agreement, they would not have affected the decision to approve the Post-Transaction Agreement.

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 substantially the same as the terms of the Existing Agreement, except with respect to: (i) the amendment to the provision relating to the use of the name Frank Russell; (ii) a revised provision relating to research and other resources previously provided by FRC; (iii) the

addition of a provision codifying the intended beneficiaries of RIMCo’s services under the Existing Agreement; and (iv) the effective and termination dates, in each case as discussed in greater detail below. Depending on the timing of RIMCo’s conversion to a limited liability company, the Post-Transaction Agreement will initially be between each Fund and RIMCo, and subsequently amended to reflect the new form of organization, or will be between each Fund and the limited liability company successor to RIMCo.

The date of the Existing Agreement for each Fund is December 2, 2014. Shareholders of each Fund last approved the Fund’s advisory agreement with RIMCo on November 3, 2014 in connection with a change of control resulting from LSEG’s acquisition of FRC.

The following summary of the Post-Transaction Agreement is qualified by reference to the form of the Post-Transaction Agreement attached to this Proxy Statement asExhibit A. Information regarding RIMCo, its other investment company clients, and fees paid by the Funds to its affiliates is included inExhibit C.

Advisory and Other Services. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will, subject to the general supervision of the Board, manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, RIMCo will, among other things, provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information included as part of the Trust’s registration statement filed with the SEC, and determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as cash. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will also provide certain information foroversee the preparation of registration statements, reports, and other documentsan Audit Committee report as required by federal and state securities laws.

The Post-Transaction Agreement, like the Existing Agreement, contains various details, in addition to those set forth above, regarding the servicesSEC to be performed by RIMCo.

Delegation. Under the Post-Transaction Agreement,included in RIC and RIF’s Form N-CSR or any proxy statement, as under the Existing Agreement, RIMCo may, subjectapplicable; (3) to Board approval, delegate some or all ofoversee RIC and RIF’s accounting and financial reporting policies and practices and its dutiesinternal controls; and obligations under the agreement(4) to one or more investment sub-advisers (or “money managers”). In RIMCo’s sole discretion, any such money manager (i) may have full or partial investment discretionact as a liaison between RIC and may make all determinations with respect to the investment of a Fund’s assets assigned to the money managerRIF’s independent registered public accounting firm and the purchasefull Board. The Audit Committee oversees both the audit and salenon-audit work of portfolio securitiesRIC 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 onRIF’s independent registered public accounting firm, submits a non-discretionary basis to RIMCo for use in making investment decisions for a Fund.

To the extent RIMCo determines to delegate some or all of its duties and obligations under the Post-Transaction Agreement to one or more discretionary or non-discretionary money managers, as under the Existing Agreement, 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 termination of money managers.

Use of Affiliate Research. The Post-Transaction Agreement authorizes RIMCo to utilize the researchpre-approves all audit and other resources of its affiliates in providing its advisory services at no cost to RIMCo or the Trust. This differs from the Existing Agreement, which specifically contemplates the utilization of research and other resources of FRC, RIMCo’s existing parent company. In recognition of FRC’s provision of such services at no cost to the Trust, FRC has signed the Existing Agreement. As RIMCo will no longer be affiliated with FRC following the Transaction, the provision no longer references FRC and FRC will not sign the Post-Transaction Agreement. Notwithstanding the foregoing, the Transaction is not expected to have a material impact on the research and other resources available to RIMCo in providing advisorynon-audit services to be rendered by the Funds. Priorindependent registered public accounting firm for RIC and RIF. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the Transaction’s consummation, FRC transferred its asset management functionsauditor’s responsibility to plan and asset management-related support functions, includingcarry out a proper audit. Currently, the provisionAudit Committee members are Mr. Raymond P. Tennison, Jr. and Mses. Kristianne Blake and Michelle L. Cahoon, each of researchwhom is an Independent Trustee. Ms. Michelle L. Cahoon has had experience as a certified public accountant and as a senior financial executive of other services,investment companies and has been determined by the Board to RIMCo and/orbe an “audit committee financial expert.”

13

Regulatory and Investment Compliance Committee

The Board has adopted and approved a RIMCo affiliate. Asformal written charter for the Regulatory 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 the Funds, separately and as a result, following the Transaction, the same resources currently available to those officers, employees, and investment professionals of RIMCowhole; (2) shall review with RIM and its affiliates in providing investment advisory servicesthe kind, scope, and format of, and the time periods covered by the reports provided to the Committee; (3) may review with RIM and its affiliates such other regulatory and investment-related compliance matters that are related to the operation of the Funds are expected to continueas the Committee may deem to be availablenecessary or appropriate; and (4) may meet with any officer of RIC or RIF, or officer or other representative of RIM, any sub-adviser to those persons. The Transaction is not intendeda Fund or other service provider to RIC or RIF. Currently, the Regulatory and is not expected to, result in any change in the investment research process currently employed by, or the level or nature of researchInvestment Compliance Committee members are Mr. Jack R. Thompson and other asset management-related support services available to, RIMCoMses. Julie Dien Ledoux and its affiliates.Katherine W. Krysty.

ExecutionNominating and Allocation of Portfolio Brokerage Commissions.Governance Committee Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase

The Board has adopted and sale orders will be placed with broker-dealers who are selected by RIMCo as able to provide “best execution” of such ordersapproved a formal written charter for the Funds. Whenever RIMCo places orders, or directsNominating and Governance Committee, which sets forth 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 may consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance RIMCo’s researchNominating and portfolio management capability generally. It is further understood in accordance with Section 28(e)Governance Committee’s current responsibilities. The primary functions 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 chargedNominating and Governance Committee are to: (1) evaluate and nominate individuals 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-approved17e-1 Policies and Procedures for Affiliated Brokerage Transactions.

Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo is permitted to aggregate transactions with other accounts managed by RIMCo to obtain best execution. RIMCo must allocate securities or other 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.

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.ThePost-Transaction Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement.

Activities of RIMCo and its Affiliates. Under the Post-Transaction Agreement, as under the Existing Agreement, the services of RIMCo are not deemed exclusive and RIMCo is free to render similar services to others (including other investment companies) so long as its services under the agreement are not impaired thereby. Under the Post-Transaction Agreement, in connection with its rights and duties with respect to the Trust, RIMCo will continue to use the same skill and care in the management of the Funds’ portfolios as it uses in the management of other accounts to which it provides investment advisory services, but will not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients.

Compensation of RIMCo. The Post-Transaction Agreement, like the Existing Agreement, provides that, 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 A to this Proxy Statement. The Post-Transaction Agreement contains various details regarding calculation of the advisory fee.

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 B 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 or other instrument. Under

the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will not be responsible or liable 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.

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 parties to the agreement, cast in person at a meeting calledBoard; (4) review Independent Trustee compensation; and (5) make nominations for membership on all Board committees and review the purposesresponsibilities of votingeach committee. In evaluating candidates for membership on the agreement.

Additionally,Board, the Post-Transaction Agreement, likeNominating and Governance Committee considers, among other factors that it may deem relevant: whether or not the Existing Agreement: (i) may at anyperson is willing and able to commit the 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 its assignment; and (iii) may be terminated by RIMCo on 60 days’ written notice to the Trust.

Unlike the Existing Agreement, the Post-Transaction Agreement will not contain a provision that requires a shareholder vote to continue the agreement in the event that the Trust’s right to use the name “Frank Russell” (or a derivative thereof) is withdrawn by FRC. Following the Transaction, pursuant to a license agreement between FRC, Emerald Acquisition and certain Transferred Subsidiaries, FRC will grant Emerald Acquisition (and, through a sub-license, will grant RIMCo and the Funds) a non-exclusive, perpetual license, subject to certain restrictions and limitations, to use the name “Russell Investments.” The use of the name “Russell” on its own will not be permitted by such license following the first anniversary of the consummation of the Transaction. Accordingly, the Post-Transaction Agreement will specify that the (i) the Trust has been granted non-exclusive use of the name “Russell Investments,” subject to certain restrictions and limitations, and (ii) the Trust’s right to use the name may be withdrawn.

Amendment. The Post-Transaction Agreement, like the Existing 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 callednecessary 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.

Choice of Law. The Post-Transaction Agreement, like the Existing Agreement, will be construed in accordance with applicable federal law and the laws of the State of Washington.

Confidentiality. Under the Post-Transaction Agreement, as under the Existing 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 itsthe duties and responsibilities under the agreement.

No Third-Party Beneficiaries. The Post-Transaction Agreement clarifies that the Trust is the sole beneficiary of RIMCo’s services under the agreement and that the agreement is not intended to benefit any third party, including, without limitation, any beneficial owner of shares of the Trust. Although the Existing Agreement does not contain such a provision, the inclusion of this provision is consistent with the intent of the parties to the Existing Agreement and the Post-Transaction Agreement.

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, LSEG, TA Associates, Reverence Capital, the TA Funds, the Reverence Capital Funds or any subsidiary of RIMCo, LSEG, TA Associates, Reverence Capital, the TA Funds or the Reverence Capital Funds 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 RIMCo and/or its affiliates.

If the shareholders of a particular Fund do not approveTrustee; whether the Post-Transaction Agreement with respect to that Fundperson is otherwise qualified under applicable laws and the Transaction is consummated, the Trustees will consider what actions, if any, are available, necessary, appropriate and in the best interests of the Fund and its shareholders. Such action may 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.

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 C.

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act provides toperson is an investment adviser that receives compensation or other benefit in connection with the sale of its business involving a registered investment company a non-exclusive safe harbor from claims that the transfer of its advisory relationship constituted sale of the investment adviser’s “fiduciary office” in violation of its fiduciary duty. The application of the safe harbor is subject to two conditions. First, for a period of three years after the transaction, at least 75% of the investment company’s board of trustees must not be “interested persons” (as defined in the 1940 Act) of the new or former investment adviser. Second, there may not be imposed an “unfair burden” on the investment company as a result of such transaction, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,”person” as defined in the 1940 Act includesand whether the person is otherwise qualified under applicable laws and regulations to serve on the Board; whether or not the person has any arrangement during the two-year period after a change of control transaction wherebyrelationship that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser (or predecessorof the Funds, principal Fund service providers or successor adviser),their affiliates; whether or any interestednot the person serves on boards of, any such adviser, receives or is entitledotherwise affiliated with, competing financial services organizations or their funds; and

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the character and integrity of the person and the contribution which the person can make to receivethe Board. The Board’s Nominating and Governance Committee considers diversity of background, experience and views among its members a factor in evaluating the composition of the Board, but has not adopted any compensation,specific policy on diversity. The Committee will not consider nominees recommended by shareholders of the Funds. Currently, the Nominating and Governance Committee members are Messrs. Raymond P. Tennison, Jr. and Jack R. Thompson and Ms. Kristianne Blake, each of whom is an Independent Trustee.

How Does the Board of Trustees Oversee Risk?

The Board’s role in risk oversight of the Funds reflects its responsibility under applicable state law to oversee generally, rather than to manage, the operations of the Funds. In line with this oversight responsibility, the Board receives reports and makes inquiry at its regular meetings and as needed regarding the nature and extent of significant Fund risks (including investment, operational, compliance and valuation risks) that potentially could have a material adverse impact on the business operations, investment performance or reputation of the Funds, but relies upon the Funds’ management (including the Funds’ portfolio managers), the Funds’ Chief Compliance Officer (“CCO”), who reports directly to the Board, and RIM (including RIM’s Chief Risk Officer (“CRO”)) to assist it in identifying and understanding the nature and extent of such risks and determining whether, and to what extent, such risks may be eliminated or indirectly,mitigated. Under the Funds’ multi-manager structure, RIM is responsible for oversight, including risk management oversight, of the services provided by the Funds’ money managers, and providing reports to the Board with respect to the money managers. In addition to reports and other information received from Fund management and RIM regarding the Funds’ investment program and activities, the Board as part of its risk oversight efforts meets at its regular meetings and as needed with representatives of the Funds’ senior management, including its CCO, to discuss, among other things, risk issues and issues regarding the policies, procedures and controls of the Funds. The Board receives quarterly reports from the CCO and the CRO and other representatives of the Funds’ senior management which include information regarding risk issues. The Board may be assisted in performing aspects of its role in risk oversight by the Audit Committee, the Regulatory and Investment Compliance Committee and such other standing or special committees as may be established from time to time by the Board. For example, the Audit Committee of the Board regularly meets with the Funds’ independent public accounting firm to review, among other things, the independent public accounting firm’s comments with respect to the Funds’ financial policies, procedures and internal accounting controls and management’s responses thereto. The Board believes it is not possible to identify all risks that may affect the Funds; it is not practical or cost-effective to eliminate or mitigate all risks; and it is necessary for the Funds to bear certain risks (such as investment-related risks) to achieve their investment companyobjectives. The processes or its security holders (other than fees for bona fide investment advisory controls developed to address risks may be limited in their effectiveness and some risks may be beyond the reasonable control of the Board, the Funds, RIM, RIM’s affiliates

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or other services), or fromservice providers. Because the Chairman and Vice Chairman of the Board and the Chairman of each of the Board’s Audit, Regulatory and Investment Compliance and Nominating and Governance Committees are Independent Trustees, the manner in which the Board administers its risk oversight efforts is not expected to have any personsignificant impact on the Board’s leadership structure. The Board has determined that its leadership structure, including its role in risk oversight, is appropriate given the characteristics and circumstances of the Funds, including such factors as the number of Funds, the Funds’ share classes, the Funds’ distribution arrangements, and the Funds’ manager of managers structure. In addition, the Board believes that its leadership structure facilitates the independent and orderly exercise of its oversight responsibilities.

How Often Does the Board Meet?

The Board typically meets approximately eight times per year to review the operations of the Trusts and the Funds, including four quarterly meetings, two meetings to consider the annual renewal of certain Fund contractual arrangements, one meeting to consider certain matters arising in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

RIMCo and Emerald Acquisition have provided assurances to the Board that neither the LSEG Transaction nor the Transaction, taken alone or together, has imposed an unfair burden on the Funds within the meaning of Section 15(f) ofBoard’s obligations under Rule 38a-1 under the 1940 Act, and 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 forotherwise 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 period of two years following the effective dateresult, Ms. Cahoon did not attend any meeting of the Post-Transaction Agreement, they will use reasonable best efforts notBoard during either RIC or RIF’s most recent fiscal year.

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

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

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The following table sets forth the compensation that would impose such an “unfair burden” onwas paid to each Trustee by the Funds.RIC for the fiscal year ending October 31, 2020.

Required Vote

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

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Do the Trustee Nominees Own Fund Shares?

As provided underof May 28, 2021, the 1940 Act, approval ofTrustee Nominees owned the Post-Transaction Agreementfollowing with respect to a Fund will requireall funds in the voteRussell family of a majorityinvestment companies:

As of June 30, 2021, the outstanding voting securities of that Fund. In accordance withTrustees owned the 1940 Act and as used in this proposal, 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 Agreementfollowing with respect to any one Fund is not contingent uponall funds in the approval by any other Fund.Russell family of investment companies:

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.

How Should I Vote on the Proposal?

The Trusts’ Board of Trustees unanimously recommends that you vote “FOR ALL” of the Trustee Nominees for RIC and RIF.

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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.

•  Retired

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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		No. of Portfolios in Russell Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
#Daniel P. Connealy Born June 6, 1946 1301 Second Avenue, 18th Floor, Seattle, WA 98101		•  Trustee since 2003 •  Chairman of the Audit Committee since 2015		•  Appointed until successor is duly elected and qualified •  Appointed until successor is duly elected and qualified		•  Retired •  June 2004 to June 2014, Senior Vice President and Chief Financial Officer, Waddell & Reed Financial, Inc. (investment company)		50		•  Until October 2015, Trustee, RET
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)		50		•  Until October 2015, Trustee, RET
Raymond P. Tennison, Jr. Born December 21, 1955 1301 Second Avenue, 18th Floor, Seattle, WA 98101		•  Trustee since 2000 •  Chairman of the Nominating and Governance Committee since 2007		•  Appointed until successor is duly elected and qualified •  Appointed until successor is duly elected and qualified		•  Retired •  From January 2008 to December 2011, Vice Chairman of the Board, Simpson Investment Company (paper and forest products)		50		•  Until October 2015, Trustee, RET

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 since 2005 •  Chairman of the Investment Committee since 2015		•  Appointed until successor is duly elected and qualified •  Appointed until successor is duly elected and qualified		•  Retired		50		•  Until October 2015, Trustee, RET

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
Mary Beth R. Albaneze Born April 25, 1969 1301 Second Avenue, 18th 18th Floor 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 and RIF   •  Assistant Secretary, RFS, RIA and U.S. One, Inc.LLC

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 see “DiscussionTA Associates Cayman, Ltd., and the Reverence Capital Entities are ultimately controlled by Milton Berlinski, Alexander Chulack and Peter Aberg. TA Associates is one of Proposal.”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.

On October 17, 2013, Fred McClure filed a derivative lawsuit against RIMCo on behalfRIM provides or oversees the provision of tenall investment advisory and portfolio management services for the Funds pursuant to separate Advisory Agreements with

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each of RIC funds: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 funds’ alleged payment of excessive investment management feesservices described above and to RIMCo. On December 8, 2014, Fred McClure filed a second derivative lawsuit in the United States District Court for the District of Massachusetts. This second suit involves the same ten funds, and the allegations are similar, although the second suit adds a claim alleging that RFSC charged the funds excessive administrative fees under Section 36(b). The plaintiff seeks on behalf of the funds recovery of the amount of the allegedly excessive compensation or payments received from these ten funds and earnings that would have accrued to the plaintiff had that compensation not been paid or, alternatively, rescission of the contracts and restitution of all excessive fees paid, for a period commencing one year prior to the filing of the lawsuit through the date of the trial. RIMCo and RFSC are vigorously defending the actions.pay expenses.

Administrator. RFSC,RIFUS, with the assistance of RIMCoRIM and its affiliates, provides the Funds with office space, equipment and the personnel necessary to operate and administer 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 Agent. 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 to 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.

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Distributor.Distributor RFS. RIFIS 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

withPricewaterhouseCoopers LLP (“PwC”) serves 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 the Trustees or (ii) by vote of a majority (as defined in the 1940 Act) of the outstanding voting securitiesfinancial highlights of the Funds on at least 60 days’ written noticein accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and providing federal tax return preparation services and other tax compliance services. The mailing address of PwC is 1420 Fifth Avenue, Suite 2800, Seattle, Washington 98101.

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Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were as follows:

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 automaticallynature of the services comprising those fees were as follows:

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.

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Aggregate Non-Audit Fees. There were no non-audit fees billed by PwC for services rendered to the registrant, and to the registrant’s investment adviser (not including any sub-advisor (i.e., money manager) whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the Funds is included inlast two fiscal years of the registrant.

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee has adopted pre-approval policies and procedures for certain services provided by PwC. These policies and procedures are attached to this Joint Proxy Statement as Exhibit C. 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 Emerald Acquisition. It is anticipated that these service providers will continue to providePwC as the services described above if the Post-Transaction Agreement is 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 [    ],May 28, 2021, except as listed inAppendix B.B.

Security Ownership of Officers and Trustees. The Trustees, Chief Executive OfficerTrustee Nominees and Chief Accounting Officerofficers of the Trust did notTrusts, as a group, own less than 1% of any sharesClass of the Fundsany Fund as of December 31, 2015.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 at 1-844-700-1478.1-800-787-7354. The

Trust Trusts 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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EXHIBIT A

RUSSELL INVESTMENT COMPANY (“RIC”)

AND

RUSSELL INVESTMENT FUNDS (“RIF”)

AUDIT COMMITTEE CHARTER

This Audit Committee Charter (the “Charter”) is adopted by the Board of Trustees (the “Board”) of each of Russell Investment Company and Russell Investment Funds (each the “Trust”) on behalf of its series (the “Funds”).

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 AExhibit A-1

Exhibit A-2

Exhibit A-3

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

Dated: December 8, 2020

Exhibit A-4

EXHIBIT B

RUSSELL INVESTMENT COMPANY

Russell Investment Funds

Form of Investment Advisory AgreementAudit and Non-Audit Services Pre-Approval Policy

THIS ADVISORY AGREEMENT dated this[    ] dayEffective Date: August 25, 2020

This Audit and Non-Audit Services Pre-Approval Policy (“Policy”) has been adopted by the joint Audit Committee (the “Audit Committee”) of[    ], [    ] (this “Agreement” Russell Investment Company (“RIC”) and Russell Investment Funds (“RIF”) to apply to any and all engagements of the independent auditor with: (1) RIC and RIF, respectively, for audit and permissible non-audit services and (2) the Funds’ adviser or its control affiliates (collectively, “Adviser Entities”) for permissible non-audit services that relate directly to the Funds’ operations or financial reporting (“fund-related services”).² The term “Fund” shall collectively refer to each series of RIC and RIF. The term “Investment Adviser” shall refer to the Funds’ adviser, Russell Investment Management, LLC (“RIM”). This Policy does not delegate to management the responsibilities set forth herein for the pre-approval of services performed by the Funds’ independent auditor.

Under the Sarbanes-Oxley Act of 2002 (the “Act”) and rules adopted by the United States Securities and Exchange Commission (the “SEC”), the Audit Committee of the Funds’ Board of Trustees (the “Audit Committee”) is charged with responsibility for the appointment, compensation and oversight of the work of the independent auditor for the Funds. As part of these responsibilities, the Audit Committee is required to pre-approve: (1) the audit services and permissible non-audit services, such as audit-related, tax and other services (“non-audit services”), to be performed by the independent auditor for the Funds, and (2) the services to be performed by the independent auditor for Adviser Entities that relate directly to the operations and financial reporting of the fund, in each case to assure that the independence of the auditor is not in any way compromised or impaired with respect to the Funds. In determining whether an auditor is independent in light of the services it provides to a Fund or Adviser Entity, there are four guiding principles under the Act and relevant

Exhibit B-1

SEC rules that must be considered. In general, the independence of the auditor to the Funds could be deemed impaired if the auditor has a relationship or provides a service that:

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

Rules adopted by the SEC establish two distinct approaches to the pre-approval of auditor services by the Audit Committee. The proposed services either may receive general pre-approval through adoption by the Audit Committee of pre-approval policies and procedures, provided the policies and procedures are detailed as to the particular services (e.g., a list of authorized services for the fund, together with a budget of expected costs for those services), the Audit Committee is informed of each service and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management (“general pre-approval”), or specific pre-approval by the Audit Committee of all services provided to the Funds or fund-related services provided to Adviser Entities on a case-by-case basis (“specific pre-approval”).

The Funds’ Audit Committee believes that the combination of these two approaches reflected in this Policy will result in an effective and efficient procedure for the pre-approval of permissible services performed by the Funds’ independent auditor. The Funds’ Audit and Non-Audit Pre-Approved Services Schedule lists the audit, audit-related, tax and other services (including fund-related services) that have the general pre-approval of the Audit Committee.³ As set forth in this Policy, unless a particular service has received general pre-approval, those services will require specific pre-approval by the Audit Committee before any such services can be provided by the independent auditor. Any proposed service to the Funds or Adviser Entities that exceeds the pre-approved budget for those services will also require specific pre-approval by the appropriate Audit Committee.

Exhibit B-2

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

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

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

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

The audit services engagement terms and fees for the independent auditor for the Funds, as described above, must be specifically pre-approved by the Audit Committee or its delegate on an annual basis. The Audit Committee has pre-approved the other audit services set forth in Schedule A of the Audit and Non-Audit Pre-Approved

Exhibit B-3

Services Schedule. All other audit services not listed in Schedule A of the Audit and Non-Audit Pre-Approved Services Schedule must be specifically pre-approved by the Audit Committee or its delegate.

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the financial statements for the Funds, or the separate financial statements for a series of the Funds that are traditionally performed by the independent auditor. Because the Audit Committee believes that the provision of audit-related services does not compromise or impair the independence of the auditor and is consistent with the SEC’s rules on auditor independence, the Audit Committee may grant pre-approval to audit related services. “Audit-related services” include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting or disclosure matters not classified as “audit services;” assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; agreed upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal reporting requirements, including reports required to be filed with the SEC pursuant to applicable requirements.

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

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

Exhibit B-4

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

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

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

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

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

Exhibit B-5

In accordance with the Act and SEC regulations, notwithstanding anything in this Policy to the contrary, the pre-approval requirements of this Policy are waived with respect to the provision of non-audit services that are permissible for an independent auditor to perform, provided:

With respect to the provision of fund-related services to Adviser Entities, the aggregate amount of services provided must constitute no more than five percent of the total amount of fees paid by RIC or RIF, as applicable, and the relevant Adviser Entities to the independent auditor during the fiscal year in which the services were provided.

In connection with the approval of any non-audit service pursuant to this de minimis exception, a record shall be made indicating that each of the conditions for this exception has been satisfied.

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

Exhibit B-6

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

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Clearance Committee and must include a joint certification by the engagement partner of the independent auditor and the Chairperson of the Clearance Committee that, in their view, the request or application does not involve a prohibited non-audit service and is consistent with the SEC’s rules governing auditor independence.

Russell Investments’ associates and the officers of RIC and RIF will report to the Chairman of the Audit Committee any breach of this Policy that comes to the attention of the Internal Audit Department or an officer of RIC or RIF.

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work performed by the independent auditor and to assure the independent auditor’s continuing independence from the Funds and their affiliates. Such efforts will include, but not be limited to, reviewing a written annual statement from the independent auditor delineating all relationships between the independent auditor and RIC, RIF, RIM and their subsidiaries and affiliates (including persons in financial reporting oversight roles) that may reasonably be thought to bear on the auditor’s independence, consistent with Public Company Accounting Oversight Board Rule 3526, and discussing with the independent auditor its methods and procedures for ensuring its independence.

Exhibit B-7

EXHIBIT C

RUSSELL INVESTMENT COMPANY (“RIC”)

AND

RUSSELL INVESTMENT FUNDS a Massachusetts business trust hereinafter called the “Trust”(“RIF”)

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Nominating and [RUSSELL INVESTMENT MANAGEMENT COMPANY], a Washington Corporation hereinafter called the “Adviser.”Governance Committee Membership

WHEREAS, the Trust operatesThe Nominating and Governance Committee (the “Committee”) shall be composed entirely of Trustees (“Independent Trustees”) who are not “interested” persons of Russell Investment Company (“RIC”) or Russell Investment Funds (“RIF”) as an investment companydefined in Section 2(a)(19) of the “series” type registered under the Investment Company Act of 1940 (“1940(the “1940 Act”).

Board Nominations and Functions

In evaluating Independent Trustee candidates, the Committee should also consider, among other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board;

(iv) shall, as appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by the Adviser as able to provide “best execution” of such orders for the Funds. However, this responsibility shall not be deemed to obligate the Adviser to solicit competitive bids for each transaction. The Adviser agreesfactors that it will not execute any portfolio transactions with a broker or dealer

Exhibit C-1

After a determination by RIMCo

The following sets forth information about other registered investment companies advised by RIMCothe Committee that may have comparable investment strategiesa person should be selected and nominated as an Independent Trustee, the Committee shall present its recommendation to one or more Funds.the Board for its consideration.

Committee Nominations and Functions

Independent Trustee Education

Exhibit C-2

Commissions Paid to Brokers Affiliated with RIMCo or the Money Managers

Gross brokerage commissions received by broker/dealers that were affiliated with RIMCo or the relevant Money Managers for the period October 1, 2014 through September 30, 2015 from portfolio transactions effected for the Funds were as follows:Other Powers and Responsibilities