SCHEDULE 14A
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy [_] Confidential, for
Statement Use of the
Commission Only (as
[_] Definitive Proxy permitted by Rule
Statement 14a-6(e)(2))
[_] Definitive
Additional Materials
[_] Soliciting Material
Pursuant to Section
240.14a-11(c) or
Section 240.14a-12

Russell Investment Funds
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fees paid:
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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RUSSELL INVESTMENT FUNDS
909 A STREET
TACOMA, WASHINGTON 98402
[Phone Number]

Dear Shareholder:

Enclosed is a Notice of Special Meeting of shareholders of Russell
Investment Funds ("RIF"). The Special Meeting has been called for October 3,
2003 at a.m., local time, at the offices of RIF at 909 A Street, Tacoma,
Washington 98402. The accompanying Proxy Statement details the proposals being
presented for consideration by shareholders of RIF's series (each a "Fund,"
and, collectively, the "Funds").

Shareholders will be asked to consider the following proposals at the
Special Meeting:

1. To elect three members of the Board of Trustees of RIF;

2. To approve a change to each Fund's fundamental investment objective;

3. To approve the reclassification of the investment objective of each
Fund from "fundamental" to "non-fundamental"; and

4. To consider and act on any other business (none being known as of the
date of this notice) as may legally come before the Special Meeting or any
adjournment thereof.

The enclosed materials provide details of the proposals. A proxy or voting
instruction card for the Special Meeting is enclosed. IT IS IMPORTANT THAT YOU
COMPLETE, SIGN AND RETURN YOUR CARD, OR TAKE ADVANTAGE OF THE FACSIMILE,
TELEPHONIC OR ELECTRONIC VOTING OR VOTING INSTRUCTION PROCEDURES DESCRIBED IN
THE PROXY OR VOTING INSTRUCTION CARD, AS SOON AS POSSIBLE TO ENSURE THAT YOUR
VOTE OR INSTRUCTIONS ARE COUNTED AT THE SPECIAL MEETING.

Sincerely,

Karl J. Ege
Secretary

Note: You may receive more than one card. PLEASE COMPLETE EACH CARD PROVIDED.

RUSSELL INVESTMENT FUNDS
Multi-Style Equity Fund
Aggressive Equity Fund
Non-US Fund
Core Bond Fund
Real Estate Securities Fund

(each a "Fund," and, collectively, the "Funds")

909 A STREET
TACOMA, WASHINGTON 98402

-----------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 3, 2003

-----------------

NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders of the
Funds, each a series of Russell Investment Funds ("RIF"), will be held at RIF's
offices located at 909 A Street, Tacoma, Washington, on October 3, 2003 at
a.m., local time, for the following purposes:

1. To elect three members of the Board of Trustees of RIF;

2. To approve a change to the fundamental investment objective of each
Fund;

3. To approve the reclassification of the investment objective of each
Fund from "fundamental" to "non-fundamental"; and

4. To consider and act on any other business (none being known as of the
date of this notice) as may legally come before the Special Meeting or any
adjournment thereof.

The attached Proxy Statement provides more information concerning each of
the proposed items upon which shareholders will be asked to vote.

Shareholders of record as of the close of business on July 7, 2003 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment
thereof.

By Order of the Board of Trustees,

Karl J. Ege
Secretary
Tacoma, Washington
July 8, 2003

IT IS IMPORTANT THAT SHARES REPRESENTED BY YOUR VOTING INSTRUCTIONS BE
REPRESENTED AT THE SPECIAL MEETING! WHETHER OR NOT YOU EXPECT TO BE PRESENT
AT THE SPECIAL MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD OR
VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES, OR TAKE ADVANTAGE OF
THE FACSIMILE, TELEPHONIC OR INTERNET VOTING PROCEDURES DESCRIBED IN THE
PROXY CARD OR VOTING INSTRUCTION CARD.

TABLE OF CONTENTS

PAGE
----------

Questions and Answers About the Special Meeting and the Proxy Statement.. 2

Proposal 1: Election of Trustees to the Board of Trustees of RIF........ 4

Proposal 2: To change the fundamental investment objectives of the Funds 12

Proposal 3: To make each Fund's investment objective non-fundamental.... 13

Other Business........................................................... 15

Information about RIF.................................................... 15

Further Information...................................................... 17

List of Names and Addresses of Money Managers............................ Appendix A

Beneficial Owners of the Funds........................................... Appendix B

RUSSELL INVESTMENT FUNDS
909 A Street
Tacoma, Washington 98402
[Phone Number]

-----------------

PROXY STATEMENT

-----------------

DATED July 8, 2003

FOR A SPECIAL MEETING OF SHAREHOLDERS OF

Multi-Style Equity Fund
Aggressive Equity Fund
Non-US Fund
Core Bond Fund
Real Estate Securities Fund

(each a "Fund," and, collectively, the "Funds")

EACH A SERIES OF
RUSSELL INVESTMENT FUNDS ("RIF")

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
AND THE PROXY STATEMENT

GENERAL INFORMATION ABOUT THE PROPOSALS

Q. What is the purpose of this proxy statement?

A. You are receiving these proxy materials--a booklet that includes the Proxy
Statement and one or more proxy or voting instruction cards--because you
have the right to vote or give voting instructions on important proposals
concerning your investment in your Fund(s).

The principal purpose of this Proxy Statement is to seek shareholder
approval of the matters identified in the table below.

Proposal Shareholders Solicited
-------- ----------------------

1. To elect three members of the Board of Trustees of RIF. Each Fund
2(a) To approve changes to the fundamental investment Each Fund
through objectives of the Funds.
2(e)
3. To approve a change to the fundamental investment Each Fund
objectives of the Funds to make them non-fundamental.

INFORMATION ABOUT VOTING

Q. Who is asking for my vote?

A. The Board of Trustees (the "Board" or the "Trustees") of RIF has requested
your vote on several matters in connection with the Special Meeting (the
"Special Meeting") of shareholders of the series of RIF (the
"Shareholders"). The Special Meeting will be held at a.m., local
time, on October 3, 2003, at the offices of RIF located at 909 A Street,
Tacoma, Washington. RIF proposes to mail the Notice of Special Meeting, the
proxy card and the Proxy Statement to Shareholders of record on or about
July , 2003. As described below, on or about such date, the Notice of
Special Meeting, Proxy Statement and a voting instruction card will be
mailed to holders of certain variable annuity contracts and variable life
insurance policies who have the right to instruct Shareholders of record how
to vote at the Special Meeting.

Q. Who is eligible to vote?

A. RIF has the following five series, or funds, in all (each a "Fund," and,
collectively, the "Funds"): Multi-Style Equity Fund, Aggressive Equity Fund,
Non-US Fund, Core Bond Fund and Real Estate Securities Fund.

Shareholders of record of the Funds at the close of business on July 7, 2003
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting or at any adjournment of the Special Meeting on the proposals
applicable to the Fund(s) for which they hold shares. Shareholders of record
will be entitled to one vote for each full share and a fractional vote for
each fractional share that they hold on each matter presented at the Special
Meeting.

The Funds serve as investment vehicles for variable annuity contracts and
variable life insurance policies (the "Variable Contracts" and "Variable
Policies") issued by various life insurance companies (the "Participating
Insurance Companies"). Participating Insurance Companies may also invest
their own general account assets in RIF. All shares of the Funds are owned
of record by sub-accounts of separate accounts ("Separate Accounts")
established to fund the Variable Contracts and Variable Policies issued by
the Participating Insurance Companies or by the Participating Insurance
Companies in their general accounts.

Each Participating Insurance Company, to the extent required by the
Investment Company Act of 1940, as amended (the "1940 Act"), will solicit
voting instructions from Variable Contract and Variable Policy owners who
beneficially own shares of a Fund through a Separate Account (a "1940 Act
Separate Account") of such Participating Insurance Company as of the Record
Date (the "Contractowners"). These shares will be voted by the applicable
Participating Insurance Company as timely directed by the Contractowners.
Each Participating Insurance Company will vote the shares of each 1940 Act
Separate Account for which no timely instructions are received from a
Contractowner in the same proportion as dictated by the timely voting
instructions received from other Contractowners for shares of such Fund held
in that 1940 Act Separate Account.

RIF has been advised by certain Participating Insurance Companies that they
are not required by the 1940 Act to solicit voting instructions from the
owners of Variable Contracts or Variable Policies who own shares of a Fund
through certain of their Separate Accounts (the "Non-1940 Act Separate
Accounts") and that such Participating Insurance Companies therefore will
not solicit voting instructions from the Variable Contract or Variable
Policy owners that beneficially own shares of a Fund through a Non-1940 Act
Separate Account (and such Variable Contract or Variable Policy owners are
not included in the term "Contractowners" as used herein). Fund shares held
in a Non-1940 Act Separate Account will be represented at the Special
Meeting by the applicable Participating Insurance Company and voted in the
same proportion as the aggregate of votes cast with respect to shares of
such Fund held in all of that Participating Insurance Company's 1940 Act
Separate Accounts or in such other manner as may be required by law.

Q. How do I deliver voting instructions to my Participating Insurance Company?

A. Contractowners may instruct their Participating Insurance Company how to
vote shares of the Funds attributable to their Variable Contract or Variable
Policy in writing, by executing the enclosed voting instruction card and
returning it in the envelope provided or via facsimile, telephone or the
Internet as described in the proxy or voting instruction card. The
Participating Insurance Companies have fixed 4:00 p.m. Eastern time on
[DATE] as the last day and time on which voting instructions will be
accepted. Voting instructions received after this date and time will not be
considered.

To give voting instructions via the Internet, please access the website
listed on your instruction card(s) or noted in the enclosed voting
instructions. To give voting instructions via the Internet, you will need
the "control number" that appears on your voting instruction card. The
Internet voting procedures are designed to authenticate your identity, to
allow you to give voting instructions and to confirm that your instructions
have been recorded properly. If you vote via the Internet, you may incur
costs associated with electronic access providers and telephone companies.

Voting instruction card(s) that are properly signed, dated and received
prior to 4:00 p.m. Eastern time on [date] and proper voting instructions
received via facsimile, telephone or the Internet prior to 4:00 p.m. Eastern
time on [DATE], will be voted by your Participating Insurance Company in
accordance with the instructions received. If you sign, date and return the
voting instruction card(s), but do not specify a vote for one or more of the
Proposals, your Participating Insurance Company will vote the shares of each
Fund represented by your voting instructions on the Proposals for which you
have not specified a vote as follows:

. IN FAVOR of electing each of the nominees to serve on the Board of
Trustees of RIF (Proposal 1);

. IN FAVOR of approving a change to the investment objective, currently a
fundamental investment restriction, of each Fund, (Proposals 2(a) through
2(e), voted on a Fund-by-Fund basis); and

. IN FAVOR of approving a change to the fundamental investment objective of
each Fund to make it non-fundamental (Proposal 3, voted on a Fund-by-Fund
basis).

Q. If I send my voting instructions in now as requested, can I change my
instructions later?

A. Contractowners may revoke their voting instructions at any time prior to
4:00 p.m. Eastern time on [DATE] by submitting written notice of revocation,
a later-dated instruction card or a later-dated voting instruction via
facsimile, telephone or the Internet. Revocations of voting instructions
received after this date and time will not be accepted.

Q. How do the Trustees recommend that I vote for these proposals?

A. The Trustees recommend that Shareholders and Contractowners vote FOR each
proposal.

Q. Whom should I call for additional information about this Proxy Statement?

A. Please call D.F. King & Co., Inc., RIF's information agent, toll-free at
1-800- - .

GENERAL INFORMATION ABOUT THE FUNDS

Q. How are the Funds managed?

A. RIF is an open-end, management investment company organized under the laws
of the Commonwealth of Massachusetts, with principal offices located at 909
A Street, Tacoma, Washington 98402.

Under Massachusetts law, each Fund is a "sub-trust" of RIF. The management
of the business and affairs of RIF is the responsibility of the Board. The
Board oversees the Funds' operations, including reviewing and approving the
Funds' contracts with the Funds' investment adviser, Frank Russell
Investment Management Company ("FRIMCo") and the Funds' respective
sub-advisers ("Money Managers"). RIF's officers are responsible for the
day-to-day management and administration of the Funds' operations. The Money
Managers are responsible for selection of individual portfolio securities
for the assets assigned to them.

RIF has received an exemptive order from the U.S. Securities and Exchange
Commission ("SEC") which permits RIF, with the approval of the Board, to
engage and terminate Money Managers without a shareholder vote. Appendix A
to this Proxy Statement lists the current Money Managers for the Funds. The
Money Managers will not change as a result of the Proposals that
Shareholders are being asked to consider at the Special Meeting.

THE PROPOSALS

PROPOSAL 1: TO ELECT THREE MEMBERS OF THE BOARD OF TRUSTEES

At their meeting held on May 20, 2003, the Trustees determined to present
the election of three trustees who have not been previously elected by the
Shareholders to hold office until their respective successors are elected and
qualified. RIF currently has ten trustees, seven of whom have previously been
elected by RIF's Shareholders. This Proposal 1 will not affect the status of
these seven Trustees. Each of these Trustees, and, if elected, each of the
nominees, will continue to hold office during the lifetime of RIF except as
such Trustee sooner dies, resigns or is removed, as provided for in RIF's
Master Trust Agreement. RIF also has two Trustees Emeritus. Trustees Emeritus
do not have the power to vote on matters coming before the Board, or to direct
the vote of any Trustee, and generally are not responsible or accountable in
any way for the performance of the Board's responsibilities.

In considering the nominees for election as Trustees of RIF, the Trustees
took into account the qualifications of each nominee and the concern for the
continued efficient conduct of RIF's business. In particular, the Trustees
considered the requirements of the 1940 Act as they apply to the election of
Trustees generally and the nominees in particular.

RIF does not hold regular annual meetings. The Board may call special
meetings of Shareholders for action by Shareholder vote as may be required by
the 1940 Act or required or permitted by the Master Trust Agreement

and by-laws of RIF. In compliance with the 1940 Act, Shareholder meetings will
be held to elect Trustees whenever fewer than a majority of the Trustees
holding office have been elected by the Shareholders or, in the case of filling
vacancies, to assure that at least two-thirds of the Trustees holding office
after vacancies are filled have been elected by Shareholders.

The Nominees

The following information is provided for each nominee. It includes the
nominee's name, principal occupation(s) or employment during the past five
years, date of birth, address and directorships with other companies that file
reports periodically with the SEC. Each nominee is currently a Trustee of RIF.
Ms. Weston and Mr. Connealy are not "interested persons" of RIF as defined in
Section 2(a)(19) of the 1940 Act. Mr. Phillips is an interested person of RIF
by virtue of his employment by Frank Russell Company, the parent of FRIMCo.
Each nominee currently oversees 37 funds in the Russell Fund complex. The
Russell Fund complex consists of RIF and Frank Russell Investment Company
("FRIC"). The address for each nominee listed below is 909 A Street, Tacoma,
Washington 98402-1616.

No. of
Portfolios
In Russell
Term of Principal Fund Other
Position(s) Office** and Occupation(s) Complex Directorships
Name Held With Length of During the Overseen by Held by
and Age Fund Time Served Past 5 Years Trustee Trustee
------- ----------- ------------ --------------------------------- ----------- -------------

NOMINEES

Julie W. Weston,....... Trustee Since 2002 Retired since 2000. 1997 to 2000, 37 None
Born October 2, 1943 Arbitrator, The American
Arbitration Association
Commercial Panel. From 1995 to
1999, Hearing Officer, University
of Washington

Michael J. A. Phillips, Trustee Since 2002 Chairman of the Board, President, 37 None
Born January 20, 1948 CEO and Director, Frank Russell
Company ("FRC")

Daniel P. Connealy,.... Trustee Since April 2001-2003, Vice President and 37 Director,
Born June 6, 1946 2003 Chief Financial Officer, Janus Gold Banc
Capital Group Inc.; 1979-2001, Corporation,
Audit and Accounting Partner, Inc.
Pricewaterhouse-
Coopers LLP

- --------
** Each Trustee serves as a Trustee during the lifetime of RIF and until its
termination except as such Trustee sooner dies, resigns or is removed.

During the fiscal year ended December 31, 2002, there were four regular
meetings of the Board, two special meetings of the Board and one telephonic
meeting of the Board. All of the Trustees, including the nominees with respect
to meetings held after their election to the Board by the Trustees, attended at
least 75% of the meetings of the Board of Trustees held during that time.

The Board of Trustees has established a standing Audit Committee and a
standing Nominating and Governance Committee. The Audit Committee's primary
functions are: (1) oversight of the Funds' accounting and financial reporting
policies and practices and their internal controls; (2) oversight of the
quality and objectivity of the Funds' financial statements and the independent
audit thereof; and (3) to act as liaison between the Funds' independent
auditors and the full Board. It is management's responsibility to maintain
appropriate systems for accounting and internal control and the auditor's
responsibility to plan and carry out a proper audit. Currently, the Audit
Committee members consist of Mmes. Kristianne Blake and Eleanor W. Palmer and
Messrs. Raymond P. Tennison, Jr. and Daniel P. Connealy, each of whom is an
independent Trustee. For the fiscal year ended December 31, 2002, the Audit
Committee held five meetings. RIF's Board of Trustees has adopted and approved
a formal written charter for the Audit Committee, which sets forth the Audit
Committee's current responsibilities. The Audit Committee reviews the
maintenance of the Funds' records and the safekeeping arrangements of RIF's
custodian, reviews both the audit and non-audit work of RIF's independent
auditors, submits a recommendation to the Board as to the selection of
independent auditors, and pre-approves (i) all audit and non-audit services to
be rendered by the auditors for RIF, (ii) all audit services provided to
FRIMCo, or any affiliate thereof that provides ongoing services to RIF,
relating to the operations and financial reporting of RIF, and (iii) all
non-audit services relating to the operations and financial reporting of RIF,
provided to FRIMCo, or any affiliate thereof that provides ongoing services to
RIF, by any auditors with an ongoing relationship with RIF.

The primary functions of the Nominating and Governance Committee are to: (1)
nominate individuals who are not interested persons of RIF for independent
Trustee membership on the Board; (2) evaluate and review the composition and
performance of the Board; (3) review Board governance procedures; (4) review
Trustee compensation; and (5) make nominations for membership on all Board
committees and review the responsibilities of each committee. The Committee
will not consider nominees recommended by Shareholders of the Funds. Currently,
the Nominating and Governance Committee members consist of Messrs. Paul E.
Anderson, William E. Baxter and Lee C. Gingrich and Ms. Julie W. Weston, each
of whom is an independent Trustee. For the fiscal year ended December 31, 2002,
the Nominating and Governance Committee held one meeting.

Information Regarding the Other Trustees and the Officers of RIF

Listed below are the Trustees of RIF not named above as nominees and its
principal executive officers, including their names, ages, position(s) with
RIF, and principal occupation or employment during the past five years. An
asterisk (*) indicates that the Trustee or officer is an "interested person" of
RIF as defined in section 2(a)(19) of the 1940 Act. Mr. George F. Russell, Mr.
Lynn L. Anderson and Mr. Michael J.A. Phillips are the only Trustees who are
"interested persons" of RIF as defined in section 2(a)(19) of the 1940 Act.
They are interested persons of RIF because of their relationships with FRIMCo
or its affiliates as set forth in the table below. The address for each Trustee
and officer listed below is 909 A Street, Tacoma, Washington 98402-1616.

No. of
Portfolios in
Russell
Term of Principal Fund Other
Position(s) Office** and Occupation(s) Complex Directorships
Name Held With Length of During the Overseen by Held by
and Age Fund Time Served Past 5 Years Trustee Trustee
------- ----------- ------------- ----------------------------------- ------------- -------------

INTERESTED TRUSTEE AND TRUSTEE EMERITUS

*George F. Russell, Jr., Trustee Since 1999 Chairman Emeritus, FRC; 37 None
Born July 3, 1932 Emeritus Chairman Emeritus, FRIC and RIF
and
Chairman
Emeritus

*Lynn L. Anderson,...... Trustee Trustee since Vice Chairman, FRC; Chairman of 37 Trustee,
Born April 22, 1939 and 1987; the Board, Trustee, FRIC and RIF; SSgA Funds
Chairman Chairman of CEO and Chairman of the Board, (investment
of the the Board Russell Fund Distributors, Inc. and company)
Board since 1999 FRIMCo; Trustee, President and
Chairman of the Board, SSgA
Funds (investment company);
Trustee and Chairman of the
Board, Frank Russell Trust
Company; Director, Frank Russell
Investments (Ireland) Limited and
Frank Russell Investments
(Cayman) Ltd.; Until October,
2002, President and CEO, FRIC
and RIF

INDEPENDENT TRUSTEES AND TRUSTEE EMERITUS

Paul E. Anderson,....... Trustee Since 1984 1996 to present, President, 37 None
Born October 15, 1931 Anderson Management Group
LLC (private investments
consulting)

Paul Anton, Ph.D.,...... Trustee Since 2003 Retired since 1997; Trustee of 37 None
Born December 1, 1919 Emeritus FRIC and RIF until 2002

William E. Baxter,...... Trustee Since 1984 Retired since 1986 37 None
Born June 8, 1925

No. of
Portfolios in
Russell
Term of Principal Fund Other
Position(s) Office** and Occupation(s) Complex Directorships
Name Held With Length of During the Overseen by Held by
and Age Fund Time Served Past 5 Years Trustee Trustee
------- ----------- ------------ ---------------------------------- ------------- -------------

Kristianne Blake,........ Trustee Since 2000 President, Kristianne Gates Blake, 37 -- Trustee
Born January 22, 1954 P.S. (accounting services) WM Group of
Funds
(investment
company
-- Director,
Avista
Corporation

Lee C. Gingrich,......... Trustee Since 1984 Retired since 1995 37 None
Born October 6, 1930

Eleanor W. Palmer,....... Trustee Since 1984 Retired since 1981 37 None
Born May 5, 1926

Raymond P. Tennison, Jr., Trustee Since 2000 Currently, President, Simpson 37 None
Born December 21, 1955 Investment Company and several
additional subsidiary companies,
including Simpson Timber
Company, Simpson Paper
Company and Simpson Tacoma
Kraft Company

- --------
** Each Trustee serves as a Trustee during the lifetime of RIF and until its
termination except as such Trustee sooner dies, resigns or is removed. Dr.
Anton was appointed Trustee Emeritus by the Board effective December 31,
2002 for a term not to exceed five years. Mr. Russell was appointed Trustee
Emeritus by the Board effective January 1, 1999 to serve until his death,
retirement, resignation or removal.

Term of Principal
Position(s) Office** and Occupation(s)
Name Held With Length of During the
and Age Fund Time Served Past 5 Years
------- ------------------------ ------------------------ ------------------------

OFFICERS

Leonard P. Brennan,...... President and Chief Since 2002 Director, President and
Born October 11, 1959 Executive Officer CEO, FRIMCo; From 1995
to present, Managing
Director Individual
Investor Services of
Frank Russell Company

Mark E. Swanson,......... Treasurer and Chief Since 1998 1998 to present,
Born November 26, 1963 Accounting Officer Treasurer and Chief
Accounting Officer, FRIC
and RIF; Director, Funds
Administration, FRIMCo
and Frank Russell Trust
Company; Treasurer, SSgA
Funds (investment
company); Manager, Funds
Accounting and Taxes,
Russell Fund
Distributors, Inc. From
April 1996 to August
1998, Assistant
Treasurer, FRIC. From
August 1996 to August
1998, Assistant
Treasurer, FRIC and RIF.
November 1995 to July
1998, Assistant
Secretary, SSgA Funds.
February 1997 to July
1998, Manager, Funds
Accounting and Taxes,
FRIMCo

Randall P. Lert, Born.... Director of Since 1991 Director of Investments,
October 3, 1953 Investments FRIC and RIF; Chief
Investment Officer, FRC
and Frank Russell Trust
Company; Director,
FRIMCo and Russell Fund
Distributors, Inc.

Karl J. Ege,............. Secretary and General Since 1994 Secretary and General
Born October 8, 1941 Counsel Counsel, FRC, FRIC, RIF,
FRIMCo, Frank Russell
Trust Company, Russell
Fund Distributors, Inc.
and Frank Russell
Capital Inc.

Mark D. Amberson,........ Director of Short-Term Since 2001 Director of Short-Term
Born July 20, 1960 Investment Funds Investment Funds, FRIC,
RIF, FRIMCo and Frank
Russell Trust Company.
From 1991 to 2001,
Portfolio Manager, FRIC,
RIF, FRIMCo and Frank
Russell Trust Company

- --------
** All officers serve for one year and until their successors are duly elected
and qualified; provided, however, that any officer may be removed at any
time either with or without cause, by the Board.

Trustee Ownership of Fund Shares

The table below sets forth the dollar range of the value of the shares of
each Fund, and the dollar range of the aggregate value of the shares of all
funds in the Russell Fund Complex, owned directly or beneficially by the
Trustees, including the nominees, as of December 31, 2002. The Russell Fund
Complex consists of RIF and FRIC.

EQUITY SECURITIES BENEFICIALLY OWNED BY TRUSTEES
FOR THE CALENDAR YEAR ENDED DECEMBER 31, 2002

Dollar Range of Equity Aggregate Dollar Range of Equity Securities in all
Securities in Each Registered Investment Companies Overseen by
Trustee Fund Trustees in Russell Fund Complex
------- ---------------------- --------------------------------------------------

George F. Russell, Jr... None None
Michael J. A. Phillips.. None None
Lynn L. Anderson........ None None
Paul E. Anderson........ None Over $100,000
Paul Anton, Ph.D........ None $50,001-$100,000
William E. Baxter....... None $1-$10,000
Kristianne Blake........ None Over $100,000
Daniel P. Connealy...... None None
Lee C. Gingrich......... None None
Eleanor W. Palmer....... None None
Raymond P. Tennison, Jr. None None
Julie W. Weston......... None $1-$10,000

Remuneration of Trustees

RIF pays fees only to the independent Trustees. Compensation of officers and
Trustees who are "interested persons" of RIF is paid by FRIMCo or its
affiliates. The following represents the compensation paid to each Trustee for
the fiscal year ended December 31, 2002. The "Russell Fund Complex" consists of
FRIC and RIF.

TRUSTEE COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

Pension or
Retirement Estimated Total
Benefits Annual Compensation
Aggregate Accrued as Benefits From Russell
Compensation Part of Upon Fund Complex
Trustee from RIF RIF Expenses Retirement Paid to Trustees
------- ------------ ------------ ---------- ----------------

Lynn L. Anderson......... $ 0 $0 $0 $ 0
Paul E. Anderson......... $12,530 $0 $0 $ 85,250
Paul Anton, PhD.*........ $11,760 $0 $0 $ 78,250
William E. Baxter........ $11,760 $0 $0 $ 81,750
Kristianne Blake......... $12,677 $0 $0 $ 86,800
Daniel P. Connealy**..... $ 0 $0 $0 $ 0
Lee C. Gingrich.......... $12,390 $0 $0 $ 86,250
Eleanor W. Palmer........ $11,974 $0 $0 $ 83,280
Michael J. A. Phillips... $ 0 $0 $0 $ $0
Raymond P. Tennison, Jr.. $12,040 $0 $0 $81,750.09
George F. Russell, Jr.*** $ 0 $0 $0 $ $0
Julie W. Weston****...... $ 4,327 $0 $0 $ $31,333

- --------
* Dr. Anton was elected Trustee Emeritus effective December 31, 2002.
** Mr. Connealy was elected to the Board of Trustees on April 24, 2003.
*** Mr. Russell was elected Trustee Emeritus effective January 1, 1999.
**** Ms. Weston was elected to the Board of Trustees on August 19, 2002.

The Russell Fund Complex currently pays each of the independent Trustees a
retainer of $52,000 per year, $5,000 for each regular quarterly meeting
attended in person, $2,000 for each special meeting attended in person, and
$2,000 for each Joint Audit Committee meeting or Nominating and Governance
Committee meeting attended in person. The Trustees receive a $500 fee for
attending an in-person meeting by phone instead of receiving the full fee had
the member attended in person. Out of pocket expenses are also paid by the Fund
Complex. The Lead Trustee is paid a fee of $10,000 per year, and each Committee
Chair is paid a fee of $6,000 per year. The Russell Fund Complex pays each
independent Trustee Emeritus an annual retainer equal to 80% of the annual
retainer for independent Trustees in effect at the time such person is elected
Trustee Emeritus.

Required vote

The persons named on the proxy card intend, in the absence of contrary
instructions, to vote all proxies in favor of the election of the nominees. A
Shareholder or Contractowner providing voting instructions may vote for or
withhold authority with respect to any or all of the nominees. If an executed
proxy card or voting instruction card is received without voting instructions,
the shares will be voted for each of the nominees named herein. The nominees
have consented to being named in this Proxy Statement and to serve if elected.
RIF knows of no reason why the nominees would be unable or unwilling to serve
if elected. Should any of the nominees become unable or unwilling to accept
nomination or election prior to the Special Meeting, the persons named on the
proxy card will exercise their voting power to vote for such substitute person
or persons as the current Trustees of RIF may recommend.

RIF's Master Trust Agreement requires that the Trustees be elected by a
"plurality" vote. Therefore, the three nominees who receive the greatest number
of affirmative votes cast by the Shareholders of RIF who are present at the
Special Meeting in person or by proxy will be declared elected, provided that
there is a sufficient number of shares represented in person or by proxy to
meet the quorum requirements set forth in RIF's Master Trust Agreement.

THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF EACH FUND AND CONTRACTOWNERS PROVIDING VOTING INSTRUCTIONS VOTE
"FOR" THE ELECTION OF EACH OF THE THREE NOMINEES TO SERVE ON THE BOARD OF
TRUSTEES AS DESCRIBED IN PROPOSAL 1. ANY EXECUTED UNMARKED PROXY CARDS AND
VOTING INSTRUCTION CARDS THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO VOTED.

PROPOSALS 2(a)-2(e):

APPROVAL OF A CHANGE TO THE INVESTMENT OBJECTIVES OF THE FUNDS

Pursuant to the 1940 Act, each of the Funds has adopted and operates
according to a stated investment objective. The investment policies,
restrictions, strategies and activities of each Fund are guided by, and
designed to achieve, the Fund's stated investment objective. Each Fund is
subject to an investment objective that currently is a fundamental investment
restriction, meaning that it may not be changed without Shareholder approval.
These investment objectives were established at the inception of the Funds and
reflected market conditions and circumstances at that time and the manner in
which FRIMCo then wished to conduct the Funds' investment programs. In many
cases, market conditions and circumstances have changed since the Funds'
inceptions and are expected to continue to change.

The proposed changes are designed to clarify the investment objectives and,
by doing so, avoid possible investor confusion, facilitate the efforts of
FRIMCo to conduct the investment programs of the Funds and reduce
administrative burdens associated with clarifying the meaning of and monitoring
compliance with the current investment objectives. In addition, clarification
of the investment objectives of the Funds may facilitate the marketing of the
Funds. In such event, Shareholders could benefit from the economies of scale
resulting from increases in the Funds' total assets and consequent decreases in
their expense ratios. The changes proposed in the investment objectives for the
affected Funds are not expected to affect materially the manner in which such
Funds are managed.

The current and proposed objectives for the Funds

The current and proposed investment objectives for the Funds are set forth
in the chart below:

Proposal Fund Current Investment Objective Proposed Investment Objective
- -------- ---- ---------------------------- -----------------------------

2(a) Multi-Style To provide income and capital growth Seeks to provide long term capital
Equity by investing principally in equity growth.
securities.

2(b) Aggressive To provide capital appreciation by Seeks to provide long term capital
Equity assuming a higher level of volatility growth.
than is ordinarily expected from the
Multi-Style Equity Fund by investing
in equity securities.

Proposal Fund Current Investment Objective Proposed Investment Objective
- -------- ---- ---------------------------- -----------------------------

2(c) Non-US To provide favorable total return and Seeks to provide long term capital
additional diversification for US growth.
investors by investing primarily in
equity and fixed-income securities of
non-US companies and securities
issued by non-US governments.

2(d) Real Estate To generate a high level of total return Seeks to provide current income and
Securities through above average current income long term capital growth.
while maintaining the potential for
capital appreciation.

2(e) Core Bond To maximize total return through Seeks to provide current income and
capital appreciation and income by the preservation of capital.
assuming a level of volatility
consistent with the broad fixed-
income market by investing in fixed-
income securities.

Shareholders of each Fund are being asked to approve a reclassification of
the Fund's investment objectives from "fundamental" to "non-fundamental" in
Proposal 3, described below. If Shareholders approve Proposal 3, each of the
amended investment objectives that are approved pursuant to Proposals 2(a)
through 2(e) will be non-fundamental investment objectives. None of Proposals
2(a) through 2(e) is contingent upon approval of Proposal 3 by Shareholders of
the subject Fund or upon approval of this Proposal 2 by the other Funds.
Approval of Proposal 3 by the Shareholders of any Fund is likewise not
contingent upon approval of its corresponding Proposal 2.

Required vote

The approval of the amended investment objective of each Fund requires the
approval of a majority of the outstanding voting securities of that 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. Shareholders of each
Fund will vote separately on their respective Proposal, as applicable. The
investment objective applicable to each Fund will be changed only if approved
by the Shareholders of that Fund.

THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF EACH FUND AND CONTRACTOWNERS PROVIDING VOTING INSTRUCTIONS VOTE
"FOR" PROPOSALS 2(a) - 2(e) AS APPLICABLE. ANY EXECUTED UNMARKED PROXY CARDS
AND VOTING INSTRUCTION CARDS THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO
VOTED.

PROPOSAL 3:

APPROVAL OF A RECLASSIFICATION OF THE INVESTMENT
OBJECTIVES OF EACH FUND FROM FUNDAMENTAL TO NON-FUNDAMENTAL

The investment objective for each Fund is a "fundamental" investment policy,
meaning that it may not be changed without Shareholder approval. The Funds'
investment objectives are not required to be fundamental, and FRIMCo has
proposed to the Board that the investment objective for each Fund be
reclassified from fundamental

to non-fundamental. As a non-fundamental investment policy, each investment
objective could be changed by the Trustees without Shareholder approval if the
Trustees deem the change to be in the best interests of Shareholders. FRIMCo
has proposed these changes in order to provide additional flexibility to
conduct the investment program of each Fund in response to changing market
conditions and circumstances consistent with applicable laws in effect from
time to time, without the expense and delay associated with arranging for a
Shareholder meeting to approve changes in the Fund's investment objective.

The Board does not expect to use this flexibility frequently. However, the
Trustees would be in a position to change the investment objective of any Fund
in circumstances when a change, in the Board's judgment, would be in the best
interests of the Fund's Shareholders. Such circumstances would include changes
in the securities markets generally that would render achievement of the Fund's
then current investment objective more difficult on an ongoing basis or changes
with respect to the Fund specifically. If the Board did decide to make such a
change to any non-fundamental investment objective, the Fund would provide
Shareholders with 60 days' notice before the effective date of such change.

The current fundamental investment objectives for each Fund, to which
Shareholders are being asked to approve changes, are set forth above in
Proposals 2(a) through 2(e).

If the Shareholders of a Fund approve the proposal to reclassify its
investment objective from fundamental to non-fundamental, the Board thereafter
would be permitted to change the investment objective for such Fund, if
appropriate to do so in its judgment, without the delay and expense of the Fund
arranging for Shareholder approval. If these Funds' investment objectives
remain fundamental and the Board determined that it was in the best interests
of Shareholders to change an investment objective, each such Fund would be
required to hold a Shareholder meeting at which such change would be voted
upon, and to prepare and send a proxy statement to Shareholders seeking their
instructions as to how to vote shares at such meeting. Obtaining Shareholder
approval to change the Funds' investment objectives is likely to involve
significant delays and costs.

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

Fundamental Investment Non-Fundamental Investment
Objective Objective
---------------------------------- ------------------------------------

Who must approve changes in a Board and Shareholders Board
fundamental investment objective?

How quickly can a change to the Relatively slowly, since a vote of Relatively quickly, because the
investment objective be made? Shareholders is required change can be accomplished by
action of the Board alone, provided
that Shareholders are provided 60
days' prior notice that their Fund's
objective is being changed

What is the relative cost to change an Costly to change because a Less costly to change because a
investment objective? Shareholder vote requires holding change can be accomplished by
a meeting of Shareholders with action of the Board of Trustees
additional SEC filing requirements without Shareholder approval
and proxy solicitation efforts

Shareholders of each Fund are being asked to approve a change of each Fund's
investment objectives in Proposal 2, described above. If Shareholders approve
Proposals 2 and 3, each of the amended investment objectives that are approved
pursuant to Proposals 2(a) through 2(e) will be non-fundamental investment
objectives. Proposal 3 is not contingent upon approval of Proposal 2 by
Shareholders of the subject Fund or upon approval of this Proposal 3 by the
other Funds. Approval of Proposal 2 by the Shareholders of any Fund is likewise
not contingent upon approval of its corresponding Proposal 3.

Required vote

The approval of the reclassification of the investment objective of each
Fund from fundamental to non-fundamental requires the approval of a majority of
the outstanding voting securities of that 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. Shareholders of each Fund will vote separately on
Proposal 3. The investment objective applicable to each Fund will be
reclassified only if approved by the Shareholders of that Fund.

THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF EACH FUND AND CONTRACTOWNERS PROVIDING VOTING INSTRUCTIONS VOTE
"FOR" PROPOSAL 3. ANY EXECUTED UNMARKED PROXY CARDS AND VOTING INSTRUCTION
CARDS THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO VOTED.

OTHER BUSINESS

The Trustees know of no other business to be presented at the Special
Meeting other than Proposals 1 through 3, and do not intend to bring any other
matters before the Special Meeting. However, if any additional matters should
be properly presented, proxies will be voted in the discretion of the persons
named as proxies.

INFORMATION ABOUT RIF

Investment Advisor, Administrator and Transfer Agent

FRIMCo provides or oversees the provision of all general management and
administration, investment advisory and portfolio management services for the
Funds and acts as transfer agent for the Funds. FRIMCo develops the investment
program for each of the Funds, selects Money Managers for the Funds (subject to
approval by the Board), allocates assets among Money Managers, monitors the
Money Managers' investment programs and results, and may exercise investment
discretion over certain assets. FRIMCo's mailing address is 909 A Street,
Tacoma, Washington 98402. Unlike most investment companies that have a single
organization that acts as both administrator and investment advisor, the Funds
divide responsibility for corporate management and investment advice between
FRIMCo and a number of different Money Managers. A list of the Money Managers
and their addresses is provided in Appendix A to this proxy statement.

Distributor

Russell Fund Distributors, Inc. (the "Distributor") serves as the
distributor of RIF's shares. The Distributor receives no compensation from RIF
for its services. The Distributor is a wholly owned subsidiary of FRIMCo and
its mailing address is 909 A Street, Tacoma, WA 98402.

Custodian

RIF's custodian is State Street Bank and Trust Company and its mailing
address is 1776 Heritage Drive, North Quincy, MA 02171.

Independent Auditors

Upon the recommendation of the Audit Committee, the Board selected the firm
of PricewaterhouseCoopers LLP ("PwC") as independent auditors of RIF for the
fiscal year ending December 31, 2003.

Audit Fees. The aggregate fees billed by PwC for professional services
rendered for the audit of RIF's annual financial statements for the fiscal
years ended December 31, 2001 and 2002 were $77,812 and $74,168, respectively.

Audit-Related Fees. PwC billed no aggregate fees for assurance and related
services rendered that are reasonably related to the audit of RIF's annual
financial statements but not reported under "Audit-Fees" above for the fiscal
years ended December 31, 2001 and 2002.

Tax Fees. The aggregate fees billed by PwC for professional services
rendered for tax compliance, tax advice and tax planning for the fiscal years
ended December 31, 2001 and 2002 were $82,886 and $27,033, respectively.

All Other Fees. The aggregate fees billed by PwC for professional services
rendered for products and services other than those described above for the
fiscal years ended December 31, 2001 and 2002 were $5,300 and $0, respectively.
Substantially all of these services were rendered in connection with the
issuance of consent letters related to filings by RIF with the Securities and
Exchange Commission.

The Audit Committee has considered whether the services described above are
compatible with PwC's independence. The Audit Committee has also considered
whether the provision of all other non-audit services rendered to FRIMCo, or an
affiliate thereof that provides ongoing services to RIF, is compatible with
maintaining PwC's independence. The Audit Committee has adopted pre-approval
policies and procedures pursuant to which the engagement of any accountant is
approved. Such procedures provide that [to be completed when procedures are
completed]. The Audit Committee is informed of each such engagement in a timely
manner, and such procedures do not include delegation of the Audit Committee's
responsibilities to management.

Pre-approval has not been waived in respect of services described under
"Audit-Related Fees," "Tax Fees" or "All Other Fees" since the date on which
the aforementioned pre-approval procedures were adopted by the Audit Committee.

The aggregate non-audit fees billed by PwC for services rendered to RIF and
to FRIMCo, or an affiliate thereof that provides ongoing services to RIF, for
the fiscal years ended December 31, 2001 and 2002 were $330,697 and $210,258,
respectively.

Representatives of PwC are not expected to be present at the Special
Meeting, but will be given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.

Massachusetts State Law Considerations

RIF is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust may, under
certain circumstances, be held personally liable as partners for its
obligations. However, the Master Trust Agreement of RIF contains an express
disclaimer of Shareholder liability for acts or obligations of RIF and provides
for indemnification and reimbursement of expenses out of RIF's property for any
Shareholder held personally liable for the obligations of RIF. The Master Trust
Agreement also provides that RIF may maintain appropriate insurance (for
example, fidelity bonding and errors and omissions insurance) for the
protection of RIF, the Shareholders of the sub-trusts, Trustees, officers,
employees and agents covering possible tort and other liabilities. Thus, the
risk that a Shareholder would incur financial loss on account of Shareholder
liability also is limited to circumstances in which both inadequate insurance
exists and RIF itself is unable to meet its obligations.

Under Massachusetts law, RIF is not required to hold annual meetings. In the
past, the Funds have availed themselves of these provisions of state law to
achieve cost savings by eliminating printing costs, mailing charges

and other expenses involved to hold routine annual meetings. The Funds may,
however, hold a meeting for such purposes as changing fundamental investment
restrictions, approving a new investment management agreement or any other
matters which are required to be acted on by Shareholders under the 1940 Act.
In addition, a meeting also may be called by Shareholders holding at least 10%
of the shares entitled to vote at the meeting for the purpose of voting upon
the removal of Trustees, in which case Shareholders may receive assistance in
communicating with other Shareholders as provided in Section 16(c) of the 1940
Act. RIF is holding the Special Meeting because of the items that must be
presented for Shareholders' consideration and approval.

FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING

This Proxy Statement is provided on behalf of the Board in connection with
the Special Meeting of RIF to be held at the offices of RIF at 909 A Street,
Tacoma, Washington 98402, on October 3, 2003, at a.m., local time, and
any or all adjournments thereof. This Proxy Statement is first being mailed to
Shareholders on or about July , 2003. Contractowners may revoke their
voting instructions at any time prior to 4:00 p.m. Eastern time on [DATE] by
submitting written notice of revocation, a later-dated instruction card or a
later-dated instruction via facsimile, telephone or the Internet.

RIF requests that Participating Insurance Companies forward proxy material
to Contractowners. RIF may reimburse such Participating Insurance Companies for
their reasonable expenses incurred in connection with the solicitation of
voting instructions. The cost of soliciting these proxies will be borne by each
Fund, to the extent of its direct operational expenses, and by FRIMCo.
Employees of RIF or FRIMCo may solicit voting instructions from Contractowners
for no additional remuneration.

Record Date

Shareholders of record at the close of business on the Record Date, July 7,
2003, are entitled to be present and to vote at the Special Meeting or any
adjournment of the Special Meeting. Each share of record is entitled to one
vote on each matter presented at the Special Meeting, with proportionate votes
for fractional shares.

Shares Outstanding

As of June 30, 2003, there were the following number of shares of beneficial
interest outstanding of each Fund:

Number of Shares
Name of Fund Outstanding
------------ -----------
Multi-Style Equity Fund
Aggressive Equity Fund
Non-US Fund
Real Estate Securities
Fund
Core Bond Fund

Quorum

The Master Trust Agreement provides that a quorum shall be present at a
meeting when a majority of the shares entitled to vote is present at the
meeting, but any lesser number shall be sufficient for adjournments. In the
event that a quorum is not present at the Special Meeting or sufficient votes
to approve a Proposal are not received, the persons named as proxies may
propose one or more adjournments of the Special Meeting to permit further
solicitation of proxies. A Shareholder vote may be taken on any other matter to
properly come before the Special Meeting prior to such adjournment if
sufficient votes to approve such matters have been received and such vote is
otherwise appropriate. Any adjournment of the Special Meeting will require the
affirmative vote of a majority of those shares present at the Special Meeting
or represented by proxy and voting. The persons named

as proxies on the proxy card will vote against any such adjournment those
proxies required to be voted against such Proposal. They will vote in favor of
an adjournment all other proxies that they are entitled to vote.

The costs of any such additional solicitation and of any adjourned session
will be borne by RIF. Abstentions and broker "non-votes" (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other person entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be counted as shares that are present for purposes of
determining the presence of a quorum, but which have not been voted.
Abstentions and broker non-votes will not be counted in favor of, but will have
no other effect on, Proposal 1, and will have the effect of a "no" vote on all
other Proposals. Accordingly, Shareholders are urged to forward their voting
instructions promptly.

Beneficial Owners

[As of May 31, 2003, the officers and Trustees, including the nominees, of
RIF as a group beneficially owned less than 1% of the shares of each Fund
outstanding on such date.] As of June 30, 2003, to the best of RIF's knowledge,
no person owned beneficially more than 5% of any Fund, except as set forth in
Appendix B.

As of the Record Date, the Participating Insurance Companies are The
Northwestern Mutual Life Insurance Company ("Northwestern Mutual"), First
MetLife Investors Insurance Company, MetLife Investors Insurance Company of
California, MetLife Investors Insurance Company, Hartford Life Insurance
Company, General American Life Insurance Company and Security Equity Life
Insurance Company. Northwestern Mutual is an affiliate of FRIMCo and the
Distributor.

RIF has been advised by Northwestern Mutual that all shares of a Fund held
in its general account will be represented at the Special Meeting by
Northwestern Mutual and voted in the same proportion as the aggregate of the
votes cast with respect to shares of such Fund held in all of Northwestern
Mutual's 1940 Act Separate Accounts.

Shareholder Proposals

RIF is not required, and does not intend, to hold regular annual meetings of
Shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of Shareholders should send
their written proposals to RIF's offices, 909 A Street, Tacoma, Washington
98402, Attn: Secretary, so they are received within a reasonable time before
any such meeting. The Trustees know of no business, other than the matters
mentioned in the Notice and described above, that is expected to come before
the Special Meeting. Should any other matter requiring a vote of Shareholders
arise, including any question as to an adjournment or postponement of the
Special Meeting, the persons named as proxies will vote on such matters
according to their best judgment in the interests of RIF.

Annual and Semi-Annual Reports

The Funds' most recent audited financial statements and Annual Report, for
the fiscal year ended December 31, 2002, has been previously mailed to
Shareholders, and is available free of charge. If you have not received an
Annual Report for the Fund(s) in which you are an investor, or would like to
receive additional copies, free of charge, please contact your Participating
Insurance Company or contact RIF by mailing a request to Russell Investment
Funds, 909 A Street, Tacoma, WA 98402, calling 1-800-787-7354, faxing
253-591-3495, or logging onto www.russell.com.

By Order of the Trustees,

Karl J. Ege
Secretary

APPENDIX A

The following is a list of names and addresses of the Money Managers for the
Funds. The Money Managers have no affiliations with the Funds or the Funds'
service providers other than their management of Fund assets. These managers
may also serve as Money Managers or advisers to other investment companies
unaffiliated with RIF, other Funds in RIF, or to other clients of FRIMCo or of
Frank Russell Company, including Frank Russell Company's wholly-owned
subsidiary, Frank Russell Trust Company.

Multi-Style Equity Fund

Alliance Capital Management L.P., through its Bernstein Investment Research
and Management Unit, 1345 Avenue of the Americas, New York, NY 10105.

Barclays Global Investors, N.A., 45 Fremont Street, San Francisco, CA 94105.

Brandywine Asset Management, LLC, 201 North Walnut Street, Suite 1200,
Wilmington, DE 19801.

Jacobs Levy Equity Management, Inc., 100 Campus Drive, P.O. Box 650, Florham
Park, NJ 07932-0650.

Montag & Caldwell, Inc., 3455 Peachtree Road, N.E., Suite 1200, Atlanta, GA
30326-3248.

Strong Capital Management, Inc., 100 Heritage Reserve, P.O. Box 2936,
Menomonee Falls, WI 53201.

Turner Investment Partners, Inc., 1205 Westlakes Drive, Suite 100, Berwyn,
PA 19312-2414.

Westpeak Global Advisors, L.P., 1470 Walnut Street, Boulder, CO 80302.

Aggressive Equity Fund

CapitalWorks Investment Partners, LLC, 402 West Broadway, 25th Floor, San
Diego, CA 92101.

David J. Greene and Company, LLC, 599 Lexington Avenue, New York, NY 10022.

Geewax, Terker & Company, 414 Old Baltimore Pike, Chadds Ford, PA 19317.

Goldman Sachs Asset Management, L.P., 32 Old Slip, 17th Floor, New York, NY
10005.

Jacobs Levy Equity Management, Inc., 100 Campus Drive, P.O. Box 650, Florham
Park, NJ 07932-0650.

Suffolk Capital Management, LLC, 1633 Broadway, 40th Floor, New York, NY
10019.

Systematic Financial Management, L.P., 300 Frank Burr Boulevard, Glenpointe
East, 7th Floor, Teaneck, NJ 07666-6703.

TimesSquare Capital Management, Inc., Four Times Square, 25th Floor, New
York, NY 10036-9998.

Non-U.S. Fund

AQR Capital Management, LLC, 900 Third Avenue, 17th Floor, New York, NY
10022.

A-1

Fidelity Management & Research Company, 82 Devonshire Street, Boston, MA
02109-3614.

Oechsle International Advisors, LLC, One International Place, 23rd Floor,
Boston, MA 02110.

The Boston Company Asset Management, LLC, One Boston Place, 14th Floor,
Boston, MA 02108-4402.

Real Estate Securities Fund

AEW Management and Advisors, L.P., World Trade Center East, Two Seaport
Lane, Boston, MA 02110-2021.

INVESCO Realty Advisors, a division of INVESCO Institutional (N.A.), Inc.,
One Lincoln Center, Suite 700, 540 LBJ Freeway - LB2, Dallas, TX 75240.

RREEF America L.L.C., 875 North Michigan Avenue, 41st Floor, Chicago, IL
60611-1901.

Core Bond Fund

Pacific Investment Management Company LLC, 840 Newport Center Drive, Suite
300, P.O. Box 6430, Newport Beach, CA 92658-6430.

TimesSquare Capital Management, Inc., Four Times Square, 25th Floor, New
York, NY 10036-9998.

A-2

APPENDIX B

Name and Address of Amount and Nature of
Fund Beneficial Owner Beneficial Ownership Percentage Owned
- ------------------------ ------------------------ ------------------------ ------------------------

B-1

PROXY CARD PROXY CARD

RUSSELL INVESTMENT FUNDS
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 3, 2003

The undersigned having received Notice of the Special Meeting of Shareholders of
Russell Investment Funds ("RIF") to be held on October 3, 2003, at __:__,
Pacific Time, at the offices of RIF located at 909 A Street, Tacoma, Washington
and the related proxy statement, and hereby revoking all Proxies heretofore
given with respect to shares to be voted at this Special Meeting, hereby
appoints each of David Craig, Greg Lyons, Mary Beth Rhoden and Mark Swanson, or
any of them, as Proxies of the undersigned with power to act without the others
and with full power of substitution, to vote on behalf of the undersigned as
indicated on this proxy card all of the shares in the funds of RIF which the
undersigned is entitled to vote at the Special Meeting and at any adjournment or
postponement thereof, as fully as the undersigned would be entitled to vote if
personally present.

This Proxy is solicited on behalf of RIF's Board of Trustees. Shares will be
voted as you specify. The Board of Trustees of RIF recommends that you vote FOR
each proposal. If this proxy card is signed, dated and returned with no choice
indicated as to one or more proposals on which shares represented by this proxy
card are entitled to be voted, such shares shall be voted FOR each such
proposal. The Proxies are authorized in their discretion to transact such other
business as may properly come before the Special Meeting or any adjournment or
postponement thereof. If you vote via facsimile, do not return this proxy card.

VOTE VIA FACSIMILE: 1-888-796-9932

Note: Please sign exactly as your name
appears on this Proxy card and date. If
signing for estates, trusts or
corporations, title or capacity should
be stated. If shares are held jointly,
each holder should sign.

_______________________________________
Signature

_______________________________________
Signature (if held jointly)

_______________________________________
Date RIF_13381

FUND FUND FUND
- ---- ---- ----
Aggressive Equity Fund Core Bond Fund Multi-Style Equity Fund
Non-U.S. Fund Real Estate Securities Fund

Please vote by filling in the appropriate box below. If you do not mark one or
more proposals your Proxy will be voted FOR each such proposal.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE: [X]

- ---------------------------------------------------------------------------
[_] To vote FOR all Funds on all Proposals mark this box. (No other vote is
necessary.)
- ---------------------------------------------------------------------------

1. Elect three members of the Board of Trustees of RIF: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
Nominee: 01. Julie W. Weston [_] [_] [_]
02. Michael J.A. Phillips
03. Daniel P. Connealy

Instruction: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and write the number and name of any such nominee
on the line immediately below.

______________________________________

2. Approve a change to the fundamental investment objective:

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Aggressive Equity Fund [_] [_] [_] Core Bond Fund [_] [_] [_] Multi-Style Fund [_] [_] [_]
Non-U.S. Fund [_] [_] [_] Real Estate Securities Fund [_] [_] [_]

3. Approve the reclassification of the investment objective from "fundamental"
to "non-fundamental":

EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND
RETURN YOUR PROXY CARD TODAY!

VOTING INSTRUCTION CARD RUSSELL INVESTMENT FUNDS VOTING INSTRUCTION CARD
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 3, 2003
[NAME OF INSURANCE COMPANY]

The undersigned, revoking all voting instructions heretofore given with respect
to shares to be voted at the Special Meeting of Shareholders of Russell
Investment Funds ("RIF") to be held on October 3, 2003 at __:__, Pacific Time,
at the offices of RIF located at 909 A Street, Tacoma, Washington, hereby
instructs all shares of RIF deemed attributable to the undersigned's contract or
policy with the issuing insurance company named above be voted as indicated on
the Voting Instruction Card at the Special Meeting and at any adjournment or
postponement thereof. The issuing insurance company named above and any proxies
appointed by it are authorized in their discretion to transact such other
business as may properly come before the Special Meeting or any adjournment or
postponement thereof.

Voting Instructions are solicited by the issuing insurance company named above
on behalf of RIF's Board of Trustees. Shares will be voted as you specify. The
Board of Trustees of RIF recommends that you vote FOR each proposal. If this
Voting Instruction Card is signed, dated and returned with no choice indicated
as to one or more proposals on which shares represented by the undersigned's
contract or policy are entitled to be voted, such shares shall be voted FOR each
such proposal. If you vote via telephone, facsimile or the Internet, do not
return this Voting Instruction Card.

VOTE VIA FACSIMILE: 1- 888 - 796 - 9932
VOTE VIA TELEPHONE: 1-866-235-4258
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
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CONTROL NUMBER: 999 9999 9999 999
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Note: Please sign exactly as your name appears on
this Voting Instruction Card and date. If signing
for estates, trusts or corporations, title or
capacity should be stated. If shares are held
jointly, each holder should sign.

____________________________________________________
Signature

____________________________________________________
Signature (if held jointly)

____________________________________________________
Date RIF_13381

FUND FUND FUND
- ---- ---- ----
Aggressive Equity Fund Core Bond Fund Multi-Style Equity Fund
Non-U.S. Fund Real Estate Securities Fund

Please provide voting instructions by filling in the appropriate box below. If
you do not mark one or more proposals, the shares attributable to your contract
or policy will be voted FOR each such proposal.

PLEASE MARK YOUR VOTES AS IN THIS SAMPLE. EXAMPLE: [X]

1. Elect three members of the Board of Trustees of RIF: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
Nominee: 01 Julie W. Weston
02 Michael J.A. Phillips [_] [_] [_]
03 Daniel P. Connealy

Instruction: To withhold authority to vote for any
individual nominee, mark "For All Except" and write
the number and name of any such nominee on the line
immediately below.

_______________________________________

2. Approve a change to the fundamental investment objective:

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

Aggressive Equity Fund [_] [_] [_] Core Bond Fund [_] [_] [_] Multi-Style Fund [_] [_] [_]
Non-U.S. Fund [_] [_] [_] Real Estate Securities Fund [_] [_] [_]

3. Approve the reclassification of the investment objective from "fundamental"
to "non-fundamental":

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

Aggressive Equity Fund [_] [_] [_] Core Bond Fund [_] [_] [_] Multi-Style Fund [_] [_] [_]
Non-U.S. Fund [_] [_] [_] Real Estate Securities Fund [_] [_] [_]

YOUR VOTING INSTRUCTIONS ARE IMPORTANT! PLEASE SIGN, DATE AND RETURN YOUR
VOTING INSTRUCTION CARD TODAY.