UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

Check the appropriate box:

A message from Russell Investments

August 27,28, 2014

AsYou are receiving this message because you are a shareholder in one or more of the following Russell Investment Company Funds (the “Funds”),:

As a shareholder, your proxy vote is critically important, and you’ll be glad to know that voting will take just a few minutes of your time.

Please read this message. It provides details about how easy and convenient it will be for you to vote and important information about the two proposalsproposal you are being asked to consider.

Dear Shareholder:

We are asking for your vote on twoan important mattersmatter affecting your investment in the Funds. The two proposals areproposal is described in the proxy statement included with this message. A special shareholder meeting regarding these proposalsthis proposal will take place on November 3, 2014, at 1301 Second Avenue, 18^th floor, Seattle, WA 98101.

As a shareholder, if you don’t plan to attend the special shareholder meeting, there are several convenient ways for you to cast your vote:

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

Thank you for your consideration. Your vote is very important. Please see the following important information about the proposals.proposal.

RUSSELL INVESTMENTS //A MESSAGE FROM RUSSELL INVESTMENTS

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALSPROPOSAL

Please read the full text of the proxy statement. Below is a brief overview of the proposalsproposal to be voted upon. We appreciate your placing your trust in Russell Investments and look forward to helping you achieve your financial goals.

Q: What proposalsproposal am I being asked to vote on?

A: You are being asked to vote on two items:to approve a new investment advisory agreement between Russell Investment Management Company (“RIMCo”) and each Fund, as a result of a transaction involving the sale of RIMCo’s parent company to the London Stock Exchange Group plc.

Q: Who is being asked to vote?

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

Q: How can I vote my shares?

A: Please refer to the instructions on the enclosed proxy card. Shareholders may vote their shares via internet, telephone, or by signing, voting, dating and returning the proxy card in the enclosed envelope (if you’ve received this communication by mail).

Q: When is the deadline for voting my shares?

A: We encourage you to vote as early as possible to ensure that the Funds receive enough votes to act on the proposals.proposal. Unless you attend the special shareholder meeting to vote in person, your vote (cast either by internet, telephone, or paper proxy card) must be received by Russell Investment Company prior to the meeting.

RUSSELL INVESTMENTS //A MESSAGE FROM RUSSELL INVESTMENTS

Q: How do the Trustees suggest that I vote?

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

Q: Who do I call if I have questions?

A: If you have any questions regarding the proposals,proposal, or need assistance in casting your vote, please call the proxy solicitation agent at1-888-253-1478.

RUSSELL INVESTMENTS //A MESSAGE FROM RUSSELL INVESTMENTS

RUSSELL INVESTMENT COMPANY

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

IMPORTANT SHAREHOLDER INFORMATION

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

Please read the Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your proxy card(s) or cast your vote by signing, voting and returning the proxy card(s) in the envelope provided. Voting your proxy, and doing so promptly, ensures that the Trust 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 Strategic Call Overwriting Fund

Select International Equity Fund

Select U.S. Equity Fund

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To all shareholders of Russell Investment Company:

Russell Investment Company (the “Trust”) is holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trust listed above (each a “Fund” and collectively the “Funds”) on November 3, 2014. The Special Meeting will be held at the offices of Russell Investments, 1301 Second Avenue, 18^th Floor, Seattle, WA 98101, at 11:00 a.m. Pacific Time.

The Trust is a Massachusetts business trust operating as a registered management investment company. The Trust currently offers shares of 39 funds. EachThe proposal relates to shareholders of all of the Funds listed above.

This Special Meeting is being held for the purpose of considering the following proposals:approval of a new investment advisory agreement between each Fund and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”), as a result of a transaction involving the sale of RIMCo’s parent company.

These matters are discussed in detail in the Proxy Statement enclosed with this Notice.

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

The Trust has fixed the close of business on August 25, 2014 as the record date for determining shareholders entitled to notice of and to vote at the Special Meeting. Each share of each Fund is entitled to one vote on eachthe proposal and a proportionate fractional vote for each fractional share held. You are cordially invited to attend the Special Meeting.

Regardless of whether you plan to attend the Special Meeting, we urge you to vote through the Internet or by telephone by following the instructions on the proxy card(s), or by signing, voting and returning the proxy card(s) in the postage paid envelope so that a quorum will be present and a maximum number of shares may be voted. For specific instructions on how to vote your shares, please review the instructions for each of these voting options as detailed on your proxy card(s) and in

the Proxy Statement. If you attend the Special Meeting, you may vote in person 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, or by voting in person at the Special Meeting. It is very important that you vote your proxy promptly so that a quorum may be ensured and the costs of further solicitations avoided.

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

August 27,28, 2014

IMPORTANT NOTICE

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

QUESTIONS AND ANSWERS

Why am I receiving this Proxy Statement?

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

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

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

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

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

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

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

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

Who is FRC?

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

Who is LSEG?

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

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

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

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

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

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

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

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

It is not expected that the Transaction will affect the Funds in which you invest. The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach or how RIMCo manages each Fund. Each applicable Fund’s sub-advisers (or “money managers”) will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. In connection with LSEG’s purchase of FRC, LSEG has stated that it will undertake a comprehensive review of FRC’s investment management business to determine its positioning and

fit with LSEG. The comprehensive review and its effect on FRC’s investment management business will not be prejudged by LSEG and one part of the review is to determine whether the FRC investment management business would be more valuable as part of the LSEG organization or as part of an organization with existing investment management activities. FRC’s investment management business includes RIMCo and its affiliates that provide services to the Funds. The Funds are not able at this time to determine the outcome of this review or its effect, if any, on FRC’s investment management business or the investment advisory and other services that FRC and its affiliates provide to the Funds. LSEG has stated that for so long as it owns FRC’s investment management business it is committed to maintaining the existing clear focus on client service and fund

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

The proposals doproposal 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 do the Trustees suggest that I vote?

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

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

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

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

Will my vote make a difference?

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

What is the deadline for submitting my vote?

We encourage you to vote as soon as possible to make sure that the Funds receive enough votes to act on the proposals.proposal. Unless you attend the meeting to vote in person, your vote (cast by Internet, telephone or paper proxy card) must be received by the Trust prior to the start of the meeting (11:00 a.m. Pacific Time on November 3, 2014).

Who is eligible to vote?

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

Whom do I call if I have questions?

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

How can I vote my shares?

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

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

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

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

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

RUSSELL INVESTMENT COMPANY

Russell Strategic Call Overwriting Fund

Select International Equity Fund

Select U.S. Equity Fund

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

PROXY STATEMENT Dated August 27,28, 2014

SPECIAL MEETING OF SHAREHOLDERS

To be Held on November 3, 2014

Introduction

Russell Investment Company (the “Trust” or “RIC”) has called a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trust listed above (each a “Fund” and collectively the “Funds”) in order to seek shareholder approval of proposalsa proposal relating to the approval of a new investment advisory agreementsagreement for each Fund. The Special Meeting will be held at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, on November 3, 2014 at 11:00 a.m. Pacific Time. If you expect to attend the Special Meeting in person, please call the Trust at 1-800-787-7354 to inform the Trust of your intentions and obtain directions on how to attend the Special Meeting.

ItemsItem For Consideration

The Trust’s Board of Trustees (the “Board” or the “Trustees”) requests shareholder approval of two proposals ata new investment advisory agreement between each Fund and Russell Investment Management Company, each Fund’s current investment adviser (“RIMCo”) (the “Post-Transaction Agreement”), as a result of a transaction involving the Special Meeting. The following table identifiessale of RIMCo’s parent company (the “Transaction”). This proposal applies to all Funds, with each Fund voting separately on the proposals set forth in this Proxy Statement and indicates which Funds are affected by the proposal and whether such Funds vote separately or together on such proposal.

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

TABLE OF CONTENTS

INTRODUCTION AND VOTING INFORMATION

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

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

Who May Vote

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

Voting by Proxy

You may submit a vote by proxy in any of the following three simple ways:

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

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

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

For information about attending the Special Meeting and voting in person, please see below.

If you need more information on how to vote, or if you have any questions, please call the Funds’ agent at 1-888-253-1478. The Trust urges you to fill out and return your proxy card(s) or vote by telephone or the Internet, even if you plan to attend the Special Meeting. Doing so will not affect your right to attend the Special Meeting and vote.

The Trust has named Rick Chase, Jessica Gates, Sareena Khwaja-Dixon, Mary Killgrove, Cheryl Wichers, Mark Swanson and Kari Seabrands as proxies, and their names appear on your proxy card(s). By signing your proxy card(s) and returning it or, alternatively, by voting through the Internet or by telephone by following the instructions on the proxy card(s), you are appointing those persons to vote for you at the Special Meeting. If you properly fill in your proxy card(s) and return it to the Trust 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), but do not make a specific choice with respect to one or more proposals,the proposal, one of the appointed proxies will vote your shares on the proposal(s)proposal as recommended by the Board.

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

If you appoint a proxy by signing and returning your proxy card(s), you can revoke that appointment at any time before it is exercised. You can revoke your proxy by sending in another proxy with a later date, by notifying the Trust in writing that you have revoked your proxy prior to the Special Meeting by writing to the Secretary of

the Funds at the following address: 1301 Second Avenue, 18th Floor, Seattle, WA 98101, or by attending the Special Meeting and voting in person. Proxies voted by telephone or through the Internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.

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 being 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 in Person

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

Recommendation

The proxy is solicited by the Board on behalf of the Trust, which recommends a vote “FOR” eachthe proposal.

Requirement of a Quorum and Vote Needed

A quorum is the number of outstanding shares, as of the Record Date, that must be present, in person or by proxy, in order for a Fund to hold a valid shareholder meeting. A Fund cannot hold a valid shareholder meeting unless there is a quorum of shareholders present in person or by proxy. The Trust’s Second Amended and Restated Master Trust Agreement, as amended, provides 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 proposalsproposal as of the Record Date is required for a quorum for this Special Meeting.

With respect to Proposal 1, allAll shareholders of each Fund as of the Record Date will be entitled to vote.vote on the proposal. Voting with respect to Proposal 1the proposal will take place on a Fund-by-Fund basis, meaning that your vote with respect to one Fund in which you hold

shares will be counted together with the votes of other shareholders of such Fund, but will not be counted together with votes of shareholders of other Funds. Therefore, a vote for the Post-Transaction Agreement with respect to one Fund will not affect the approval of the Post-Transaction Agreement with respect to any other Fund.

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

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

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

Broker-dealer firms holding shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the proposals.proposal. Under current interpretations of the New York Stock Exchange (the “NYSE”), broker-dealers that are members of the NYSE and that

have not received instructions from a customer may not vote such customer’s shares on eitherthe proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction. Therefore, if you beneficially own shares that are held in “street name” through a broker-dealer and if you have not given or do not give voting instructions for your shares, your shares may not be voted at all or may be voted in a manner that you did not intend.

Shares represented in person or by proxy, including shares that abstain or do not vote with respect to athe proposal, will be counted for purposes of determining whether there is a quorum at the Special Meeting. Abstentions with respect to athe proposal will have the effect of a vote against the proposal.

Where shares of a Fund are held by another fund for which RIMCo serves as the investment adviser, those shares will be voted for and against a proposal in the same proportion as the votes of the Fund’s other shareholders on that proposal. If other RIMCo-advised funds are the only shareholders of a Fund, RIMCo will vote such shares in accordance with the recommendation of a third party proxy advisory service.

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 athe proposal have not been received. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Special Meeting in person or by proxy and entitled to vote at the Special Meeting. The persons named as proxies will vote in favor of any proposal to adjourn the Special Meeting under the foregoing circumstances.

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, and one or more third-party agents, including other financial intermediaries, particularly as the date of the Special Meeting approaches. The Funds have retained a proxy solicitor, Boston Financial Data Services, to assist in forwarding and soliciting proxies. Pursuant to this arrangement, the proxy solicitor has agreed to contact shareholders, banks, brokers, and proxy intermediaries to secure votes on the proposalsproposal described in the Proxy Statement. Should shareholders require additional information regarding the proxy, they may call the proxy solicitor toll-free at 1-888-253-1478.

Costs of the Special Meeting

Frank Russell Company (“FRC”) and/or its affiliates and London Stock Exchange Group plc (“LSEG”) will bear all expenses incurred in connection with the Special

Meeting, including the cost of soliciting proxies and the cost associated with any adjournments, whether or not the proposals areproposal is approved by shareholders. The Funds will not bear any portion of such expenses. The cost of retaining the proxy solicitor as described above with respect to all funds for which RIMCo serves as investment adviser, including those not included in this Proxy Statement, is estimated to be approximately $635,000. This does not reflect the costs associated with printing and mailing of the proxy materials and the costs associated with reimbursing brokerage firms and other financial intermediaries for their expenses in forwarding proxy materials to the beneficial owners. It also does not include certain solicitation efforts with respect to, or tabulation of votes from, such beneficial owners.

Additional information about the Funds is available in their respective prospectuses, statements of additional information and annual and semi-annual reports to shareholders. The Funds’Russell Strategic Call Overwriting Fund’s most recent annual and semi-annual reports have previously been mailed to shareholders. The Select International Equity Fund’s and the Select U.S. Equity Fund’s annual and semi-annual reports will be mailed to shareholders when available. Additional copies of any of these documents are available without charge by calling 1-800-787-7354, by writing to P.O. Box 8420, Boston, MA 02266-8420 or by visiting the Funds’ website at www.russell.com. All of these documents also are on file with the Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website at www.sec.gov.

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

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

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

DISCUSSION OF PROPOSALSPROPOSAL

PROPOSAL 1: APPROVAL OF A POST-TRANSACTION INVESTMENT ADVISORY AGREEMENT FOR THE FUNDS

Introduction

The Special Meeting is being called to consider a proposal necessitated by the Transaction, which will involve the acquisition of FRC, a majority owned subsidiary of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), by LSEG. FRC is the parent company of RIMCo, which serves as the investment adviser to each Fund. Because the consummation of the Transaction will result in FRC having a new controlling shareholder, under the Investment Company Act of 1940, as amended (the “1940 Act”), it will result in a change of control of RIMCo and the assignment and automatic termination of the Existing Agreement for each Fund. If Proposal 1the proposal is adopted by a Fund and the Transaction is consummated, RIMCo will continue to serve as the investment adviser to that Fund. In addition, each Fund currently employs sub-advisers (each a “Money Manager” and collectively the “Money Managers”) with the exception of the Conservative Strategy Fund, Moderate Strategy Fund, Balanced Strategy Fund, Growth Strategy Fund, Equity Growth Strategy Fund, 2015 Strategy Fund, 2020 Strategy Fund, 2025 Strategy Fund, 2030 Strategy Fund, 2035 Strategy Fund, 2040 Strategy Fund, 2045 Strategy Fund, 2050 Strategy Fund, 2055 Strategy Fund, and In Retirement Fund (each a “Fund of Funds” and collectively the “Funds of Funds”). The Transaction is not expected to have any impact on RIMCo’s investment philosophy, management approach, or on how RIMCo manages each Fund. Each applicable Fund’s Money Managers will not change as a result of the Transaction, although money manager changes will continue to be made in the normal course of business.

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

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

Information Concerning the Trust and RIMCo

The Trust is currently comprised of 39 separate funds, each with its own investment objective and policies. The Funds’ investment adviser is RIMCo, 1301 Second Avenue, 18th Floor, Seattle, Washington 98101. RIMCo, an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended, pioneered the “multi-style, multi-manager” investment method in mutual funds. As of March 31, 2014, RIMCo managed over $53 billion in 46 mutual fund portfolios. RIMCo, a wholly-owned subsidiary of FRC, was established in 1982 to serve as the investment management arm of FRC.

RIMCo is registered as a “commodity pool operator” under the Commodity Exchange Act (“CEA”) and the rules of the Commodity Futures Trading Commission and, as of January 1, 2013, is subject to regulation as a commodity pool operator under the CEA with respect to the Russell Commodity Strategies and Russell Multi-Strategy Alternative Funds, as well as their respective subsidiaries.Commission.

The Transaction

LSEG has agreed to acquire the entire issued share capital of FRC, RIMCo’s parent company, from Northwestern Mutual and other minority shareholders of FRC for total cash consideration of US$2.7 billion. The final purchase price is contingent on a number of variables and will not be determined until closing. Approximately US$1.6 billion of the consideration will be financed from the net proceeds of a rights issue by LSEG, with the remaining approximately US$1.1 billion financed from existing LSEG bank debt facilities.

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

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

Information Concerning LSEG

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

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

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

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

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

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

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

Transaction Not Expected to Adversely Affect RIMCo or the Funds

The Transaction is not expected to have any impact on the nature, extent, or quality of services provided by RIMCo to the Funds. In particular, the Transaction is not expected to result in any changes in the manner in which RIMCo renders advisory services to the Funds or the personnel providing services to the Funds (although the Transaction is not conditioned upon the continued employment of any RIMCo

personnel). While there can be no assurance that any particular RIMCo employee will continue his or her employment with RIMCo or its affiliates, LSEG intends to put in place clear retention plans for key roles at FRC, potentially including certain roles within entities that provide services to the Funds. There will be no change in the Funds’ Money Managers as a result of the Transaction, although money manager changes will continue to be made in the normal course of business. Further, the members of the Board will not change as a result of the Transaction. RIMCo and the Trust will remain headquartered in Seattle, Washington following the consummation of the Transaction.

In connection with LSEG’s purchase of FRC, LSEG has stated that it will undertake a comprehensive review of FRC’s investment management business to determine its positioning and fit with LSEG. The comprehensive review and its effect on FRC’s

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

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

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

Factors Considered by the Trustees and their Recommendation

On May 20, 2014, LSEG announced that it had entered into exclusive discussions with Northwestern Mutual for the potential acquisition of FRC although there was

no certainty that any agreement for a transaction would be reached. On June 26, 2014, the Board was advised by FRC, and LSEG publicly announced, that LSEG had entered into a definitive agreement and plan of merger to acquire FRC, including both its index and investment management businesses. In its announcement (the “LSEG Announcement”), LSEG stated, among other things, that the investment management business would be the subject of “a comprehensive review to determine its positioning and fit with the Group” and that LSEG is “committed to maintaining a clear focus on client service, fund performance and management and employee stability, whilst ensuring appropriate standalone governance.” On June 27, 2014, the Board met by conference telephone call to discuss preliminarily the LSEG Announcement with representatives of FRC, RIMCo and LSEG.

In preparation for its evaluation of the Post-Transaction Agreement, the Trustees who are not considered to be “interested persons” under the 1940 Act (the “Independent

“Independent Trustees”), with the advice and assistance of their Independentindependent counsel (“Independent Counsel”), requested information to evaluate the Post-Transaction Agreement. In their requests for such information, the Independent Trustees advised RIMCo of their intention to rely upon the information previously provided to the Board in connection with its annual renewal of the Existing Agreement (the “Agreement(in the case of Russell Strategic Call Overwriting Fund) and initial approval of the Existing Agreement (in the case of Select International Equity Fund and Select U.S. Equity Fund) (collectively, the “Existing Agreement Evaluation Information”) in their evaluation of the Post-Transaction Agreement, if and to the extent the Existing Agreement Evaluation Information continued to be accurate and complete as of July 29, 2014. The Independent Trustees requested that RIMCo provide any updated and additional information needed for the Board to consider whether the Post-Transaction Agreement should be approved. The foregoing information and other information provided by RIMCo and LSEG to the Board, including the Independent Trustees, in connection with its evaluation of the Post-Transaction Agreement hereinafter is referred to collectively as the “Post-Transaction Agreement Evaluation Information.”

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

The Board met in person on July 29, 2014 to consider approval of thePost-Transaction Agreement (the “Post-Transaction Agreement Evaluation Meeting”). At the Post-Transaction Agreement Evaluation Meeting, the Independent Trustees first met to review additional Post-Transaction Agreement Information received to that date with representatives of FRC, RIMCo, Fund management, and LSEG. Presentations made by FRC, RIMCo and LSEG at the Post-Transaction Agreement Information Review Meeting and the Post-Transaction Agreement

Evaluation Meeting (together, the “Transaction Board Meetings”), as part of this review, encompassed all of the Funds and the other RIMCo-managed funds for which the Board has supervisory responsibility (the “Other Russell Funds”). Information received by the Board, including the Independent Trustees, at the Transaction Board Meetings is included in the Post-Transaction Agreement Evaluation Information. Presentations made by FRC, RIMCo and LSEG at the Transaction Board Meetings are included in the Post-Transaction Agreement Evaluation Information. Prior to voting at the Post-Transaction Agreement Evaluation Meeting, the Independent Trustees met in executive session with Independent Counsel, at which no representatives of FRC, RIMCo, LSEG, or Fund management were present, to

review additional Post-Transaction Agreement Evaluation Information received prior to and at the Meeting. The discussion below reflects all of these reviews.

The Board’s evaluation of the Post-Transaction Agreement reflected thePost-Transaction Agreement Evaluation Information and other information received by the Board during the course of the year or prior years (including the Existing Agreement Evaluation Information, as supplemented by RIMCo through the date of thePost-Transaction Agreement Evaluation Meeting) and the findings made by the Board in respect of the Existing Agreement for Russell Strategic Call Overwriting Fund at its May 19-20, 2014 meeting (the “Agreement Evaluation Meeting”) and for Select International Equity Fund and Select U.S. Equity Fund at its February 25, 2014 meeting (the “New Fund Agreement Evaluation Meeting” and, together with the Agreement Evaluation Meeting, the “Existing Agreement Evaluation Meetings”) (see “Approval of Existing Agreement” attached asExhibit GF). The Independent Trustees’ evaluations of the Post-Transaction Agreement also reflected the knowledge and familiarity gained as Board members of the Funds and Other Russell Funds with respect to services provided by RIMCo and RIMCo’s affiliates and each Money Manager to the Funds under the Existing Agreement and services proposed to be provided to the Funds under the Post-Transaction Agreement. The Board noted the short period of time since the Existing Agreement Evaluation MeetingMeetings and that information provided by RIMCo to update and supplement the Existing Agreement Evaluation Information through the date of the Post-Transaction Agreement Evaluation Meeting did not affect the conclusions reached by the Board at either of the Existing Agreement Evaluation MeetingMeetings described inExhibit GF.

In approving the Post-Transaction Agreement, the Board considered all factors it believed relevant in exercising its business judgment, including the following:

management business from Northwestern Mutual and other current shareholders to LSEG;

investment programs and that, whatever the outcome of the comprehensive review and for as long as it owns the FRC investment management business, it is committed to maintaining the existing clear focus on client service and fund performance in FRC’s investment management business;

(17)

the Board’s belief that shareholders have purchased and retained their Fund shares based upon the reputation, investment record, and investment philosophies and strategies employed by RIMCo in managing the Funds (including the manager-of-managers structure employed by the Manager-of-Managers Funds and employed indirectly by the Funds of Funds through their investments in the Manager-of-Managers Funds); and

In evaluating the Post-Transaction Agreement, the Board considered the possibility that, depending upon the results of the comprehensive review, the FRC investment management business would be conducted pursuant to the Post-Transaction Agreement as an independent part of the LSEG organization following completion of the Transaction, without any significant diminution expected in the nature, scope and overall quality of services provided to the Funds, and without any expected effect on the Funds’ Advisory Fees (contractual or actual), expenses, profitability, economies of scale, or other fees or benefits to FRC or RIMCo or their affiliates from their Fund relationships. However, the Independent Trustees were unable on the basis of the Post-Transaction Agreement Evaluation Information to determine the

outcome of the comprehensive review or its effects, if any, on the FRC investment management business generally or on any of the investment advisory and other services that RIMCo and other FRC affiliates provide to the Funds under the Existing Agreement. Among other things, the Board could not determine whether or for how long FRC’s investment management business will continue as part of the LSEG organization following conclusion of the comprehensive review. In its deliberations, the Board considered the above and other relevant factors in light of the uncertain outcome and effects of the comprehensive review and, consequently, identified the principal factor in determining whether to approve the Post-Transaction Agreement as the need to provide for uninterrupted investment advisory and other services required for the operations of the Funds following the automatic termination of the Existing Agreement upon completion of the Transaction. No other single factor reviewed by the Board was identified by the Board as a principal factor in determining whether to approve the Post-Transaction Agreement and each Board member attributed different weights to the various factors. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations

were made separately in respect of each Fund. After careful consideration of all factors, principally the need for continuation of investment advisory and other services required for the operation of the Funds following termination of the Existing Agreement, the Board believed that approval of the Post-Transaction Agreement would be in the best interests of each Fund and its shareholders for a period ending two years from the date of the Post-Transaction Agreement, but advised Fund management of its intention (subject to the outcome of the comprehensive review) to evaluate the continuance of the Post-Transaction Agreement within one year of its effectiveness, although not required to do so by the terms of the Post-Transaction Agreement or the 1940 Act. The Independent Trustees were advised by Independent Counsel throughout the process of evaluating the Post-Transaction Agreement. Prior to the Post-Transaction Agreement Information Review Meeting, the Board received a memorandum from counsel to the Funds discussing its responsibilities in connection with its evaluation of the Post-Transaction Agreement and the Independent Trustees separately received a memorandum discussing such responsibilities from Independent Counsel.

Terms of the Existing and Post-Transaction Agreements

This section summarizes the terms of the Post-Transaction Agreement. The terms of the Post-Transaction Agreement for each Fund are the same, in all material respects, as the terms of the Fund’s Existing Agreement. The Post-Transaction Agreement does, however, reflect certain administrative updates to the Existing Agreement (such as name changes, updated references to the Trust’s trust instrument and clarifying updates).

The following summary of the Post-Transaction Agreement is qualified by reference to the representative form of the Post-Transaction Agreement attached to this Proxy Statement asExhibit A. The contractual rate of the advisory fee payable by each Fund to RIMCo is set forth inExhibit CB. Information regarding the date of the

Existing Agreement for each Fund is set forth inExhibit ED. Information regarding RIMCo, its other investment company clients, and fees paid by the Funds to its affiliates is included inExhibit FE.

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, appointprovide 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 will 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, RIMCowill also provide certain information for the preparation of registration statements, reports, and other documents 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 services to be performed by RIMCo.

Delegation. Under the Post-Transaction Agreement, as under the Existing Agreement, RIMCo may, subject to Board approval, delegate some or all of its duties and obligations under the agreement to one or more persons or companiesinvestment sub-advisers (“Money Managers”) for each of the Funds, which will. In RIMCo’s sole discretion, any such Money Manager (i) may have full or partial investment discretion and willmay make all determinations with respect to the assetsinvestment of the Funda Fund’s assets assigned to it. In this regard,the Money Manager and the purchase and sale of portfolio securities with those assets, and such steps as may be necessary to implement its decision; or (ii) may be engaged to provide advice on a non-discretionary basis to RIMCo for use in making investment decisions for a Fund.

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 recommendations to the Board as to the hiring and termination of Money Managers. RIMCo will also have full investment discretion to make determinations with respect to investment of Fund assets not assigned to a Money Manager. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will also provide certain information for the preparation of registration statements, reports, and other documents required by federal and state securities laws.

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

Execution and Allocation of Portfolio Brokerage Commissions. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo (or the Money Managers) will, placeas appropriate, select broker-dealers to execute portfolio transactions for each Fund. All purchase and sale orders will be placed with broker-dealers who are selected by RIMCo as able to provide “best execution” of such orders for the executionFunds. Whenever RIMCo places orders, or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of each Fund, in selecting brokers or dealers to execute such orders, RIMCo is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance RIMCo’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Funds’ portfolio transactions. The primary objective when placing such orders will be to obtain the best net price and execution for the Trust, but this requirement is not deemed to obligateSecurities Exchange Act of 1934, as amended, that RIMCo or a Money Manager to place an order solely on the basis of obtaining the lowest commission rate if the other standards set forth in the provision are met. In this regard, orders may be placed withuse a broker who charges a commission forwhose commissions on transactions may exceed the transaction which is in excess of the amount of the commissioncommissions that another broker would have charged for effecting the transaction,transactions, provided that the excessRIMCo determines in good faith that theamount of commission ischarged was reasonable in relation to the value of brokerage andand/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 brokeror dealer that broker.is an “affiliated person” of RIMCo pursuant to the Trust’s Board-approved17e-1 Policies and Procedures for Affiliated Brokerage Transactions.

Under the Money Managers arePost-Transaction Agreement, like under the Existing Agreement, RIMCo is permitted to use an affiliate ofaggregate transactions with other accounts managed by RIMCo to execute brokerage commissions whenobtain best execution. RIMCo or a Money Manager has determined thatmust allocate securities purchased/sold, and related expenses, in the Trust will receive competitive execution, price,manner it considers to be most equitable and commissions.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. The expenses tobe paid by the Trust, as set forth in the Post-Transaction Agreement (and as is set forth in the Existing Agreement), include fees for the services of the Money Managers. Notwithstanding this provision, elsewhere in the Post-Transaction Agreement (as in the Existing Agreement) RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust.The Post-Transaction Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement.

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

Activities of RIMCo and its Affiliates. Under the Post-Transaction Agreement, as under the Existing Agreement, the services of RIMCo and its affiliated corporations to the Trust are not to be deemed exclusive and RIMCo and any affiliates areis free to render similar services to others.others (including other investment companies) so long as its services under the agreement are not impaired thereby. Under the Post-Transaction Agreement, RIMCoin connection with its rights and its affiliated corporationsduties with respect to the Trust, RIMCo will continue to use the same skill and care in the

management of the FundsFunds’ portfolios as they useit uses in the administrationmanagement of other accounts to

which they provide asset management consulting and manager selectionit provides investment advisory services, but arewill not be obligated to give the Trust more favorable or preferential treatment vis-a-vis theirits other clients.

Under the Post-Transaction Agreement, the Trust expressly recognizes that Russell Investment Funds is a client of RIMCo and that Russell Trust Company, a corporation affiliated with RIMCo, is also a client of a corporation affiliated with RIMCo and each of Russell Investment Funds and Russell Trust Company receives substantially the same portfolio structuring and money manager selection services from the affiliate as does the Trust. This provision is similar to the Existing Agreement, except that Russell Investment Funds is not explicitly mentioned as a client in the Existing Agreement.

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

Compensation of RIMCo. The Post-Transaction Agreement, like the Existing Agreement, provides that, as considerationcompensation for itsthe 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 Funds, RIMCo will receive from each Fund an annual management fee, accrued daily at the rateamount of 1/365^th of the applicable management fee and payable following the last day of eachmonth, of a specified annual percentage of each Fund’s average daily net assets during the month (seelisted inExhibit CB to this Proxy Statement for these management fee rates).Statement. The Post-Transaction Agreement continues to provide that, when a Fund holds cash, securities or other investment assets that are not treated as net assetscontains various details regarding calculation of the Fund for the purpose of determining the net asset value per share of that Fund, RIMCo may receive an additional annual fee, accrued daily at the rate of 1/365^th of the fee and payable following the last day of each month, of 0.07% of the value of such assets for the exercise of investment supervision over such assets.advisory fee.The Post-Transaction Agreement does not change any Fund’s advisory fee raterate..

The aggregate amount of advisory fees incurred by each Fund for its most recently completed fiscal year are set forth inExhibit DC 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 recklessorreckless disregard of obligations or duties on the part of RIMCo or its corporate affiliates, RIMCo and its corporate affiliates will not be subject to liability to the Trust or to any Trust shareholders for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be

sustained in the purchase, holding, or sale of any security. Under the Post-Transaction Agreement, like under the Existing Agreement, RIMCo will not be responsible or liable for the investment merits of any decision or recommendation by a Money Manager to purchase, hold, or sell a security for a Fund’s portfolio.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 Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement.

Additionally, the Post-Transaction Agreement, like the Existing Agreement: (i) may at any time be terminated without the payment of any penalty either by vote of the 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.

LikeSimilar to the Existing Agreement, under the Post-Transaction Agreement, in the event that FRC elects to withdraw the use of the name “Frank Russell” (or any

derivative thereof) from the Trust (to which it has granted the right to use such name under the agreement), the Trust will submit the question of continuing the agreement to a vote of shareholders.

Confidentiality.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 called for the purpose of voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the SEC and its staff, by vote of a majority of the outstanding shares (as defined with respect to voting securities by the 1940 Act) representing the interests in each Fund affected by such amendment.

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, likeas under the Existing Agreement, RIMCo agreeswill treat information about each Fund as confidential and proprietary and, without approval from the Fund, will not use information about and records relating to disclosethe Fund for any “nonpublic personal information” as definedpurpose other than the performance of its duties and responsibilities under Regulation S-P except as permitted by law and shall notify the Trust prior to making any such permitted disclosure.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, Northwestern Mutual, LSEG or any subsidiary of RIMCo, FRC, Northwestern Mutual, or LSEG was or is to be a party, except as follows: Sandra Cavanaugh, Interested Trustee, President, and Chief Executive Officer of the Trust, may be deemed to have such an interest, and a substantial interest in the approval of the Post-Transaction Agreement, through her compensation arrangements with FRC.

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

Section 15(f) of the 1940 Act

Section 15(f) of the 1940 Act provides to an investment adviser that receives compensation or other benefit in connection with the sale of its business involving a registered investment company a non-exclusive safe harbor from claims that the transfer of its advisory relationship constituted sale of the investment adviser’s “fiduciary office” in violation of its fiduciary duty. The application of the safe harbor is subject to two conditions. First, for a period of three years after the transaction, at least 75% of the investment company’s board of trustees must not be “interested persons” (as defined in the 1940 Act) of the new or former investment adviser. Second, there may not be imposed an “unfair burden” on the investment company as a result of such transaction, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after a change of control transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

LSEG has provided assurances that for a period of two years following the effective date of the Post-Transaction Agreement, it will use reasonable best efforts not to engage in activities that would impose an “unfair burden” on the Funds within the meaning of Section 15(f) of the 1940 Act.

Required Vote

As provided under the 1940 Act, approval of the Post-Transaction Agreement with respect to a Fund will require the vote of a majority of the outstanding voting securities of that Fund. In accordance with the 1940 Act and as used in this Proposal 1, a “majority of the outstanding voting securities” of a Fund means the vote of the lesser of (a) 67% or more of the voting securities of the Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Fund. The approval of the Post-Transaction Agreement with respect to any one Fund is not contingent upon the approval by any other Fund.

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

PROPOSAL 2: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT FOR THE FUNDS

Introduction

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

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

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

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

Background

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

managers may also have non-discretionary asset management assignments pursuant to which they provide a model portfolio to RIMCo representing their investment recommendations, based upon which RIMCo purchases and sells securities for the Fund. Money managers are unaffiliated with RIMCo. RIMCo manages the portion of each Fund’s assets that RIMCo determines not to allocate to the discretionary money managers. Assets not allocated to discretionary money managers include assets managed by RIMCo based upon model portfolios provided by non-discretionary money managers, a Fund’s liquidity reserves, and assets that may be managed directly by RIMCo to effect a Fund’s investment objective and/or to modify the Fund’s overall portfolio characteristics to seek to achieve the desired risk/return profile for the Fund. RIMCo may also manage portions of a Fund during transitions between money managers. As discussed in greater detail below, the multi-manager Funds will continue to utilize multiple managers through the use of both discretionary and non-discretionary money managers if the New Agreement is approved.

Summary of the Proposal

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

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

non-discretionary money managers may provide the opportunity to better manage transaction costs and the tax impact associated with trading of portfolio securities. In connection with the use of non-discretionary money managers, fees paid by RIMCo to non-discretionary money managers from the investment advisory fee that RIMCo receives from a Fund may be less than fees that would be paid to discretionary money managers.

Each of the multi-manager Funds will continue to utilize multiple managers through the use of both discretionary and non-discretionary money managers. If in the future RIMCo determines to change the “multi-manager” approach of any of the existing Funds, RIMCo will discuss such change with the Board and seek any Board approval determined appropriate by RIMCo. In addition, if this were to occur, shareholders would be notified of a change to a Fund’s multi-manager approach in advance of such change.

RIMCo currently allocates the assets of the Funds of Funds among various underlying funds (the “Underlying Funds”). The Underlying Funds are series of the Trust and, for the most part, are affiliated multi-manager funds. Therefore, although RIMCo manages the assets of the Funds of Funds directly, it does so by investing in a combination of the Underlying Funds. While RIMCo does not currently invest any of the Funds of Funds’ assets directly in securities or other instruments (other than shares of the Underlying Funds), the Existing Agreement permits RIMCo—and RIMCo may determine in the future—to invest a portion of a Fund of Funds’ assets in securities or other instruments other than the Underlying Funds. Approval of the New Agreement for the Funds of Funds will provide RIMCo with further flexibility to make such changes to the Funds of Funds in the future.

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

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

Factors Considered by the Trustees and their Recommendation

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

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

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

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

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

(5)

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

In their deliberations, the Trustees did not identify any particular information as to the New Agreement that was all-important or controlling and each Trustee attributed different weights to the various factors considered. The Trustees evaluated all information available to them on a Fund-by-Fund basis and their determinations were made in respect of each Fund. After careful consideration of the above and all other factors considered to be relevant by the Board, the Board believed that approval of the New Agreement would be in the best interests of each Fund and its shareholders. The Independent Trustees were represented by Independent Counsel throughout the process of evaluating the New Agreement.

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

This section summarizes the terms of the New Agreement and the corresponding provisions of the Existing Agreement and Post-Transaction Agreement and provides an analysis of the differences between the provisions. The terms of the Existing

Agreement and Post-Transaction Agreement are the same, in all material respects, and therefore are consolidated for purposes of this section. The Existing Agreement and Post-Transaction Agreement are together referred to as the “Other Agreements.”

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

The New Agreement does not change any Fund’s investment objective nor does it change any Fund’s advisory fee rate or total expense ratio.

Discussion The discussion of advisory and other services RIMCo provides to the Funds is substantially more detailed in the New Agreement than in the Other Agreements. As a practical matter, however, RIMCo is already providing to the Funds the services that are set forth in the New Agreement. Accordingly, the New Agreement represents a more accurate documentation of the services provided by RIMCo, rather than a change in the services to be provided (however, see below for differences as they relate to delegation of services). The New Agreement, unlike the Other Agreements, refers to “other instruments” (in addition to securities) in a number of places. Because “securities” is a defined term in the 1940 Act, the New Agreement refers to “other instruments” to make clear that all instruments are covered by the relevant provision, regardless of whether they fall within the definition of a “security” under the 1940 Act. Notwithstanding the absence of such language, the Existing Agreement has historically been interpreted to cover the management of such other instruments, and the Post-Transaction Agreement will be similarly interpreted.

		to one or more discretionary or non-discretionary Money Managers, RIMCo will provide oversight of the Money Managers and recommendations to the Board as to the hiring and termination of Money Managers. (Section 2(e))
Discussion As described above, the most significant difference between the New Agreement and the Other Agreements is that the New Agreement, unlike the Other Agreements, expressly permits RIMCo to manage a Fund’s assets entirely through implementation of recommendations from non-discretionary money managers and, in addition, expressly addresses RIMCo’s investment management responsibilities in the event it directly manages a Fund’s assets. While the use of non-discretionary money managers is permitted under the Existing Agreement (and RIMCo currently uses such managers in certain instances), the agreement has been interpreted to limit the ability of RIMCo to manage a Fund’s entire portfolio by implementing recommendations from non-discretionary money managers. The New Agreement expressly addresses RIMCo’s overall investment management responsibilities, including the delegation of such management to money managers with discretionary authority, the implementation of recommendations from money managers with non-discretionary authority, direct management of all of a Fund’s assets by RIMCo, or any combination thereof.

Discussion These provisions are substantially similar. While the Other Agreements specify that it is expected that RIMCo will use the research and other resources of FRC and the New Agreement does not, the relevant provisions permit the use of such resources and specify that the Trust and RIMCo are not required to pay a fee for these services.

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

Expenses of the Trust
Other Agreements The Trust will pay all its expenses other than those expressly assumed by RIMCo. The Post-Transaction Agreement contains a non-exhaustive list of expenses to be paid by the Trust. The expenses to be paid by the Trust, as set forth in the Post-Transaction Agreement, include fees for the services of the Money Managers. Notwithstanding this provision, elsewhere in the Post-Transaction Agreement RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust. (Section 4)		New Agreement The Trust will pay all its expenses other than those expressly assumed by RIMCo. The New Agreement contains a non-exhaustive list of expenses to be paid by the Trust. Elsewhere in the New Agreement, RIMCo has agreed to compensate the Money Managers as a fiduciary for the Trust, and fees for the services of the Money Managers are not listed as an expense to be borne by the Trust. (Section 3)
Discussion The New Agreement does not provide for the Funds to bear more or different expenses than they currently bear under the Existing Agreement, or than they would bear under the Post-Transaction Agreement. Under the New Agreement, like under the Other Agreements, the Trust will pay all its expenses other than those expressly assumed by RIMCo. The New Agreement, unlike the Other Agreements: (i) does not specify that the Trust will pay fees for the services of money managers; (ii) does not specify that the Trust will pay expenses of obtaining Portfolio Activity Reports and Analyses of International Management Reports for each Fund; and (iii) specifies that the Trust may pay brokerage fees and commissions in connection with the purchase and sale of instruments or currency (in addition to securities) for the Trust. Notwithstanding these differences, there are no differences between the expenses currently borne by the Trust and those that the New Agreement provides for, given that (i) RIMCo currently pays the fees for the services of money managers as a fiduciary for the Trust and (ii) the list of expenses is not deemed to be exclusive, with the result that the Trust may pay fees and commissions in connection with the purchase and sale of instruments or currency under the Other Agreements, as is explicitly contemplated by the New Agreement.

Activities of RIMCo and its Affiliates
Other Agreements The services of RIMCo and its affiliated corporations to the Trust are not to be deemed exclusive, and RIMCo and any affiliates are free to render similar services to others. RIMCo and its affiliated corporations will use the same skill and care in the management of the Funds as they use in the administration of other accounts to which they provide asset management consulting and manager selection services, but are not obligated to give the Trust more favorable or preferential treatment vis-a-vis their other clients. The Trust expressly recognizes that Russell Investment Funds is a client of RIMCo and that Russell Trust Company, a corporation affiliated with RIMCo, is also a client of a corporation affiliated with RIMCo and each of Russell Investment Funds and Russell Trust Company receives substantially the same portfolio structuring and money manager selection services from the affiliate as does the Trust. It is understood that Trustees, officers, agents, and shareholders of the Trust are or may be interested in RIMCo or its affiliates, directors, agents, or shareholders of RIMCo or its affiliates; that directors, officers, agents, and shareholders of RIMCo or its affiliates are or may be interested in the Trust as Trustees, officers, agents, shareholders, or otherwise; that RIMCo or its affiliates may be interested in the Trust as shareholders or otherwise; and that the effect of any such interests will be governed by the Trust’s governing documents and the 1940 Act. (Section 5)		New Agreement The services of RIMCo are not deemed exclusive and RIMCo is free to render similar services to others (including other investment companies) so long as its services under the agreement are not impaired thereby. In connection with its rights and duties with respect to the Trust, RIMCo will use the same skill and care in the management of the Funds’ portfolios as it uses in the management of other accounts to which it provides investment advisory services, but will not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients. (Section 2(b)(i), 2(g))

Discussion The provisions of the New Agreement relating to other activities of RIMCo and its affiliates are similar to those included in the Other Agreements, but the provision of the New Agreement does not reach RIMCo’s affiliates and does not explicitly mention Russell Investment Funds or Russell Trust Company. Given that RIMCo’s affiliates are not parties to the agreement (except, in the case of FRC, with respect to the provision of certain consulting services without charge), the New Agreement is not considered to limit in any way the ability of RIMCo’s affiliates to provide services to others. In addition, as the provision already specifies that the services are not deemed to be exclusive, it is not considered necessary to specify any particular other clients (e.g., Russell Investment Funds, Russell Trust Company). Although the provision of the Other Agreements summarized in the third paragraph of the Post-Transaction Agreements column is not included in the New Agreement, the effect of any interests covered by this provision will continue to be governed by the Trust’s governing documents and the 1940 Act.

Discussion The New Agreement does not change any Fund’s advisory fee rate. The provision contained in the Other Agreements relating to payment of a fee on cash, securities or other investment assets that are not treated as net assets of a Fund for the purpose of determining the net asset value per share of the Fund is not included in the New Agreement given that, as a practical matter, RIMCo does not charge that fee. In addition, the New Agreement, as compared to the Other Agreements, contains more detail regarding the process for advisory fee calculations. Notwithstanding this additional detail, there are no changes anticipated in the way in which the Funds’ advisory fees are calculated, as the discussion in the New Agreement reflects current practices.

Renewal and Termination
Other Agreements The Other Agreements are renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement. Additionally, the Other Agreements: (i) may at any time be terminated without the payment of any penalty either by vote of the Board or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to RIMCo; (ii) will immediately terminate in the event of their assignment; and (iii) may be terminated by RIMCo on 60 days’ written notice to the Trust. In the event that FRC elects to withdraw the use of the name “Frank Russell” (or any derivative thereof) from the Trust (to which it has granted the right to use such name under the agreement), the Trust will submit the question of continuing the agreement to a vote of shareholders. (Sections 7, 10)		New Agreement Same terms as the Other Agreements. (Sections 7, 8)
Discussion The renewal and termination terms of the Other Agreements and the New Agreement are substantially the same.

Amendment
Other Agreements No relevant provision.		New Agreement The New Agreement may be amended by mutual consent, and the consent of the Trust must be approved by vote of a majority of those Trustees of the Trust who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the SEC and its staff, by vote of a majority of the outstanding shares (as defined with respect to voting securities by the 1940 Act) representing the interests in each Fund affected by such amendment. (Section 9)
Discussion Unlike the Other Agreements, the New Agreement contains a provision expressly addressing amendment. Notwithstanding the absence of such a provision in the Existing Agreement, it has historically been interpreted to permit amendment as outlined in this provision, and the Post-Transaction Agreement would likewise be interpreted to permit such amendment.

Confidentiality
Other Agreements RIMCo agrees not to disclose any “nonpublic personal information” as defined under Regulation S-P except as permitted by law and shall notify the Trust prior to making any such permitted disclosure. (Section 12)		New Agreement RIMCo will treat information about each Fund as confidential and proprietary and, without approval from the Fund, will not use information about and records relating to the Fund for any purpose other than the performance of its duties and responsibilities under the agreement. (Section 2(f))
Discussion This provision of the New Agreement applies more generally than the provision of the Other Agreements, which only applies to nonpublic personal information. In light of its fiduciary duties to the Funds, RIMCo is already obligated to keep information confidential and use it only in performance its responsibilities under the agreements, so this provision serves to make that obligation explicit.

Miscellaneous

If approved by shareholders, the New Agreement will become effective for a Fund upon the consummation of the Transaction (or at such time it is determined that the Transaction will not be consummated) and will have an initial period of two years. Following that period, the New Agreement is renewable annually for successive one-year periods (i) by a vote of a majority of the Trustees, or (ii) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund (as defined in the 1940 Act), and in either case by a majority of the Trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any parties to the agreement, cast in person at a meeting called for the purposes of voting on the agreement.

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

If the shareholders of a particular Fund do not approve the New Agreement with respect to that Fund, RIMCo will continue to serve as investment adviser of that

Fund pursuant to the terms of the Post-Transaction Agreement (to the extent that the Post-Transaction Agreement is approved by shareholders and the Transaction is consummated) or the Existing Agreement (to the extent that the Transaction is not consummated).

Additional Information Pertaining to RIMCo

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

Required Vote

As provided under the 1940 Act, approval of the NewPost-Transaction Agreement with respect to a Fund will require the vote of a majority of the outstanding voting securities of that Fund. In accordance with the 1940 Act and as used in this Proposal 2,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 NewPost-Transaction Agreement with respect to any one Fund is not contingent upon the approval by any other Fund.

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

OTHER INFORMATION

Trustees of the Trust

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office*		Principal Occupation(s) During the Past 5 Years		No. of Portfolios in Russell Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
Thaddas L. Alston Born April 7, 1945 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Trustee since 2006   • Chairman of the Investment Committee since 2010		• Appointed until successor is duly elected and qualified   • Appointed until successor is duly elected and qualified		• Senior Vice President, Larco Investments, Ltd. (real estate firm)		49		None
Kristianne Blake Born January 22, 1954 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Trustee since 2000   • Chairman since 2005		• Appointed until successor is duly elected and qualified   • Annual		• Director and Chairman of the Audit Committee, Avista Corp. (electric (electric utilities)   • Regent, University of Washington   • President, Kristianne Gates Blake, P.S. (accounting (accounting services) Until June 30, 2014, Director, • Ecova (total energy and sustainability management)   • Until June 30, 2014, Director, Ecova (total energy and sustainability management) • Until December 31, 2013, Trustee and Chairman of the Operations Committee, Principal Investors Funds and Principal Variable Contracts Funds (investment (investment company)   • From April 2004 through December 2012, Director, Laird Norton Wealth Management and Laird Norton Tyee Trust (investment company)		49		• Director, Avista Corp (electric (electric utilities)   • Until June 30, 2014, Director, Ecova (total (total energy  and sustainability management)   • Until December  31, 2013, Trustee, Principal Investors Funds (investment (investment company)   • Until December  31, 2013, Trustee, Principal Variable Contracts Funds (investment (investment company)   • From April 2004 through December 2012, Director, Laird Norton Wealth Management and Laird Norton Tyee Trust (investment company)

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
						December 2012, Director, Laird Norton Wealth Management and Laird Norton Tyee Trust (investment company)				December 2012, Director, Laird Norton Wealth Management and Laird Norton Tyee Trust (investment company)
Cheryl Burgermeister Born June 26, 1951 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Trustee since 2012		• Appointed until successor is duly elected and qualified		• Retired   • Trustee and Chairperson of Audit Committee, Select Sector SPDR Funds (investment company)		49		• Trustee and Chairperson of Audit Committee, Select Sector SPDR Funds (investment company)   • Trustee, ALPS Series Trust (investment company)
#Daniel P. Connealy Born June 6, 1946 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Trustee since 2003		• Appointed until successor is duly elected and qualified		• Retired   • June 2004 to June 2014, Senior Vice President and Chief Financial Officer, Waddell & Reed Financial, Inc. (investment company)		49		None
Katherine W. Krysty Born December 3, 1951 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Trustee since 2014		• Appointed until successor is duly elected and qualified		• Retired   • January 2011 through March 2013, President Emerita, Laird Norton Wealth Management (investment company) • April 2003 through December 2010, Chief Executive Officer of Laird Norton Wealth Management (investment company)		49		• None

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
						(investment company) •   April 2003 through December 2010, Chief Executive Officer of Laird Norton Wealth Management (investment company)
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)   •   Until November 2010, President, Simpson Investment Company and several additional subsidiary companies, including Simpson Timber Company, Simpson Paper Company and Simpson Tacoma Kraft Company		49		•   None

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office*		Principal Occupation(s) During the Past 5 Years		No. of Portfolios in Russell Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Independent Trustees
Jack R. Thompson Born March 21, 1949 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Trustee since 2005   • Chairman of the Audit Committee since 2012		• Appointed until successor is duly elected and qualified   • Appointed until successor is duly elected and qualified		• September 2007 to September 2010, Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation (health (health products company)   • September 2003 to September 2009, Independent Board Chair and Chairman of the Audit Committee, Sparx Asia Funds (investment (investment company)		49		• Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation until September 2010 (health (health products company)   • Director, Sparx Asia Funds until 2009 (investment (investment company)

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years		No. of Portfolios in Russell Fund Complex Overseen by Trustee		Other Directorships Held by Trustee During the Past 5 Years
Trustee Emeritus
George F. Russell, Jr. Born July 3, 1932 1301 Second Avenue, 18th Floor, Seattle, WA 98101		•   Trustee Emeritus and Chairman Emeritus since 1999		•   Until resignation or removal		•   Director Emeritus, Frank Russell Company (investment consultant to institutional investors (“FRC”)) and RIMCo   •   Chairman Emeritus, RIC and RIF, Russell Implementation Services Inc. (broker-dealer and investment adviser (“RIS”)),Russell 20-20 Association (non-profit corporation), and Russell Trust Company (non-depository trust company (“RTC”))   •   Chairman, Sunshine Management Services, LLC (investment adviser)		4948		•   None

Officers of the Trust

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years
						President and CEO, RFS   • Chairman of the Board, President and CEO, RFSC   • Director, RIMCo   • Chairman of the Board, President and CEO, RIA   • May 2009 to December 2009, Executive Vice President, Retail Channel, SunTrust Bank   • 2007 to January 2009, Senior Vice President, National Sales—Sales – Retail Distribution, JPMorgan Chase/Washington Mutual, Inc.
Mark E. Swanson Born November 26, 1963 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Treasurer and Chief Accounting Officer since 1998		• Until successor is chosen and qualified by Trustees		• Treasurer, Chief Accounting Officer and CFO, RIC, RIF and RET   • Director, RIMCo, RFSC, RTC and RFS   • Global Head of Fund Services, Russell Investments   • October 2011 to December 2013, Head of North America Operations, Russell Investments   • May 2009 to October 2011, Global Head of Fund Operations, Russell Investments   • 1999 to May 2009, Director, Fund Administration

Name, Age, Address		Position(s) Held With Fund and Length of Time Served		Term of Office		Principal Occupation(s) During the Past 5 Years
Jeffrey T. Hussey Born May 2, 1969 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Chief Investment Officer since 2013		• Until removed by Trustees		• Global Chief Investment Officer, Russell Investments   • Chief Investment Officer, RIC, RIF and RET   • Chairman of the Board, President and CEO, RIMCo   • Director, RTC, RIS and Russell Investments Delaware, Inc.   • Board of Managers, Russell Institutional Funds Management, Inc.   • 2003 to 2013 Chief Investment Officer, Fixed Income, Russell Investments
Mary Beth R. Albaneze Born April 25, 1969 1301 Second Avenue, 18th Floor, Seattle, WA 98101		• Secretary since 2010		• Until successor is chosen and qualified by Trustees		• Associate General Counsel, Russell Investments   • Secretary, RIMCo, RFSC and RFS   • Secretary and Chief Legal Officer, RIC, RIF and RET   • Assistant Secretary, RFS, RIA and U.S. One Inc.   • 1999 to 2010 Assistant Secretary, RIC and RIF

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

Service Providers

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

Investment Advisory Services. For a discussion of investment advisory services provided by RIMCo, please see the discussion under Proposals 1 and 2.“Discussion of Proposal.”

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

Administrator. RFSC, with the assistance of RIMCo and FRC, 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. RFSC is a wholly-owned subsidiary of RIMCo.

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

Custodian and Portfolio Accountant. State Street serves as the custodian and fund accountant for the Trust. As custodian, State Street is responsible for the safekeeping of the Funds’ assets and the appointment of any subcustodian banks and clearing agencies. State Street also provides basic portfolio recordkeeping required for the Funds for regulatory and financial reporting purposes. The mailing address for State Street is One Iron Street, Boston, MA 02210.

Distributor. RFS is a wholly-owned subsidiary of RIMCo and is the distributor of Trust shares. Its principal address is 1301 Second Avenue, 18th Floor, Seattle, WA 98101. RFS has entered into a distribution agreement (the “Distribution Agreement”) with the Trust pursuant to which RFS distributes shares of the Funds. The Distribution Agreement will continue for two years from its effective date 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 securities of the Funds, on at least 60 days’ written notice to RFS. RFS may terminate the Distribution Agreement upon 60 days’ notice, and the Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). The Board has approved a new distribution agreement between the Trust and RFS to take effect following the Transaction.

Information about payments made to service providers that are affiliates of RIMCo (i.e., RFSC and RFS) during the most recently completed fiscal year of the Funds is included inExhibit FE. Following the Transaction, RFSC and RFS, like RIMCo, will be indirect wholly-owned subsidiaries of LSEG. It is anticipated that these service providers will continue to provide the services described above if the Post-Transaction Agreement and New Agreement areis approved by shareholders.

Principal Holders and Ownership by Officers and Trustees

Beneficial Share Ownership. To the knowledge of the Trust, no person owned beneficially more than 5% of the outstanding shares of any class of shares of any Fund as of June 30, 2014 (Russell Strategic Call Overwriting Fund) or July 31, 2014 (Select International Equity Fund and Select U.S. Equity Fund), except as listed inAppendix B.

Security Ownership of Officers and Trustees. The officers and Trustees, as a group, own beneficially less than 1%No officer or Trustee of the Trust beneficially owned any shares of the FundsRussell Strategic Call Overwriting Fund as of July 3, 2014. Information about shares owned by the TrusteesSelect International Equity Fund and certain officers is set forth inAppendix C.Select U.S. Equity Fund had not commenced operations as of July 3, 2014.

Other Matters to Come Before the Special Meeting

The Trust is not aware of any matters that will be presented for action at the meeting other than the matters set forth herein. Should any other matters requiring a vote of

shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy 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.

Householding

As permitted by law, only one copy of this Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified the Trust of their desire to receive multiple copies of the reports and proxy statements the Trust sends. If you would like to receive an additional copy, please contact the Trust’s proxy solicitor at 1-888-253-1478. The Trust will then promptly deliver a separate copy of the Proxy Statement to any shareholder residing at an address to which only one copy was previously mailed. Shareholders wishing to receive separate copies of the Trust’s reports and proxy statements in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should contact their financial intermediary.

Shareholder Communications with the Board of Trustees

If a shareholder 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 Trust at 1301 Second Avenue, 18th Floor, Seattle, WA 98101, who will forward such communication to the Trustees.

Shareholder Information

The Trust, as a Massachusetts business trust, is not required to hold annual shareholder meetings, but will hold special meetings as required or deemed desirable. Since the Trust does not hold regular meetings of shareholders, the anticipated date of the next shareholder meeting cannot be provided. Shareholders who wish to present a proposal for action at a future meeting should submit a written proposal to the Trust 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 Trust must be received by the Trust in writing within a reasonable amount of time before the Trust solicits proxies for that meeting, in order to be considered for inclusion in the proxy materials for that meeting. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder 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’s Second Amended and Restated Master Trust Agreement, as amended (the “Master Trust Agreement”), provides 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 Agreement also provides that the 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.

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

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

INDEX OF EXHIBITS AND APPENDICES TO PROXY STATEMENT

EXHIBIT A

Form of Investment Advisory Agreement (Post-Transaction Agreement)

THIS ADVISORY AGREEMENT dated this [    ] day of [            ], 2014 (the “Agreement”), between RUSSELL INVESTMENT COMPANY, a Massachusetts business trust hereinafter called the “Trust” or “RIC” and RUSSELL INVESTMENT MANAGEMENT COMPANY, a Washington Corporation hereinafter called the “Adviser.”

WHEREAS, the Trust has been organized by and at the expense of a company affiliated with the Adviser and operates as an investment company of the “series” type registered under the Investment Company Act of 1940 (“1940 Act”) for the purpose of investing and reinvesting its assets in portfolios of securities, each of which has distinct investment objectives and policies (each distinct portfolio being referred to herein as a “Sub-Trust”), as set forth more fully in its Second Amended and Restated Master Trust Agreement, its By-Laws and its Registration Statements under the 1940 Act and the Securities Act of 1933, all as heretofore amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance, and facilities of an adviser and to have an adviser perform for it various statistical, research, money manager selection, investment management, and other services; and

WHEREAS, the Adviser is registered as an investment adviser under the Investment Adviser’s Act of 1940 and engages in the business of rendering investment advice, counseling, money manager recommendation, and supervisory services to investment consulting clients; and the Adviser and its affiliated corporations have undertaken the initiative and expense of organizing the Trust in order to have a means to commingle assets for certain investors to have access to and utilize the “Multi-Style, Multi-Manager” method of investment and to provide services to the Trust in consideration of and on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the Trust and the Adviser agree as follows:

Exhibit A-1

Exhibit A-2

The Adviser is hereby authorized and expected to utilize the research and other resources of Frank Russell Company (its corporate parent), or any predecessor organization, in providing the Investment Management Services specified in Subsection “B,” above. Neither the Adviser nor the Trust shall be obligated to pay any fee to Frank Russell Company for these services.

The Adviser will make available and provide financial, accounting, and statistical information required by the Trust for the preparation of registration statements, reports, and other documents required by federal and state securities laws, and with such information as the Trust may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the underwriting and distribution of the Trust’s shares.

The Adviser shall make available its officers and employees to the Board of Trustees and officers of the Trust for consultation and discussions regarding the management of the Trust and its investment activities.

Exhibit A-3

The Adviser agrees and each Money Manager will be required to agree, that no investment decision will be made or influenced by a desire to provide brokerage for allocation in accordance with the foregoing, and that the right to make such allocation of brokerage shall not interfere with the Adviser’s or Money Manager’s primary duty to obtain the best net price and execution for the Trust.

Exhibit A-4

Exhibit A-5

[For the existing fee schedule for the Funds, which will also be the fee schedule under the Post-Transaction Agreement, seeExhibit C to this Proxy Statement.]

From this management fee, the Adviser, acting as a fiduciary of the Trust, shall compensate the Money Managers.

Exhibit A-6

Exhibit A-7

Exhibit A-8

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, as of the day and year first written above.

FRANK RUSSELL COMPANY agrees to provide consulting services without charge to the Investment Company upon the request of the Board of Trustees or officers of the Trust, or upon the request of Adviser pursuant to Section 2(C).

Exhibit A-9

EXHIBIT B

Form of Investment Advisory Agreement (New Agreement)

THIS ADVISORY AGREEMENT dated this     day of             , 2014 (this “Agreement”), between RUSSELL INVESTMENT COMPANY, a Massachusetts business trust hereinafter called the “Trust” and RUSSELL INVESTMENT MANAGEMENT COMPANY, a Washington Corporation hereinafter called the “Adviser.”

WHEREAS, the Trust operates as an investment company of the “series” type registered under the Investment Company Act of 1940 (“1940 Act”) for the purpose of investing and reinvesting its assets in portfolios of securities, and other instruments, each of which has distinct investment objectives and policies, as set forth more fully in its Second Amended and Restated Master Trust Agreement, its bylaws and its registration statements under the 1940 Act and the Securities Act of 1933, all as heretofore amended and supplemented; and the Trust on behalf of each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each such series, a “Fund”) desires to avail itself of the services, information, advice, assistance, and facilities of a manageran adviser and to have a manageran adviser perform for it various statistical, research, money manager selection, investment management, and other services; and

WHEREAS,the Adviser is principally engaged in the business of rendering investment advisory services and is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”); and

WHEREAS, the Trust offers shares of beneficial interest (“Shares”) in its Funds to the public; and

WHEREAS, the Trust presently intends to offer Shares of each Fund listed on Exhibit A hereto (as amended from time to time); and

WHEREAS, the Trust desires to retain the Adviser to render investment advisory services to the Trust and each of the Funds and the Adviser is willing to so render such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, it is agreed between the Trust and the Adviser as follows:

1.Appointment of Adviser.

(a) The Trust hereby employs the Adviser to manage the investment and reinvestment of the Trust’s assets in the manner set forth in Section 2 of this

Exhibit B-1

Agreement, subject to the direction of the Board of Trustees (the “Board”) and the

Exhibit A-1

officers of the Trust, for the period, in the manner, and on the terms hereinafter set forth. The Adviser accepts such appointment for the compensation herein provided and agrees to render the services and assume the obligations set forth in this Agreement. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way.

(b) In the event that the Trust establishes one or more Funds (other than the current Funds) and desires to retain the Adviser to act as investment adviser for such new Funds, the Trust shall notify the Adviser in writing. If the Adviser is willing to render such services under this Agreement for any new Funds, the Adviser shall notify the Trust in writing and such new Funds shall be subject to the provisions of this Agreement to the same extent as the current Funds except to the extent that said provisions (including those relating to the compensation payable by the Trust to the Adviser with respect to any new Funds) are modified with respect to such new Fund in writing by the Trust and the Adviser at that time.

2.Duties of Adviser.

(a) Subject to the general supervision of the Board, the Adviser shall manage the investment operations of each Fund and the composition of each Fund’s assets, including the purchase, retention and disposition thereof. In this regard, the Adviser:

(i) shall provide supervision of each Fund’s assets, furnish a continuous investment program for each Fund in accordance with each Fund’s Prospectus and Statement of Additional Information (“SAI”) included as part of the Trust’s registration statement filed with the SEC, and shall determine, from time to time, what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets of each Fund will be invested or held uninvested as cash;

(ii) shall provide periodic reports to the Board concerning the Adviser’s discharge of its duties and responsibilities under this Agreement as the Board shall reasonably request;

(iii) shall vote, or in accordance with the Adviser’s proxy voting policies, procedures and guidelines cause to be voted, proxies, exercise consents, and exercise all other rights appertaining to securities and assets held by each Fund in accordance with the voting policies and procedures approved by the Board;

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

Exhibit B-2

transaction. The Adviser agrees that it will not execute any portfolio

Exhibit A-2

transactions with a broker or dealer which is an “affiliated person” (as defined in the 1940 Act) of the Adviser except pursuant to the Trust’s Board-approved 17e-1 Policies and Procedures for Affiliated Brokerage Transactions. “Best execution” shall mean prompt and reliable execution at the most favorable securities price, taking into account the other provisions hereinafter set forth. Whenever the Adviser places orders, or directs the placement of orders, for the purchase or sale of portfolio securities or other instruments on behalf of each Fund, in selecting brokers or dealers to execute such orders, the Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services that may enhance the Adviser’s research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), that the Adviser may use a broker whose commissions on transactions may exceed the commissions that another broker would have charged for effecting the transactions, provided that the Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of each Fund or the Adviser’s overall responsibilities to the Adviser’s discretionary accounts;

(v) may, on occasions when it deems the purchase or sale of a security or other instrument to be in the best interests of a Fund as well as other fiduciary or agency accounts managed by the Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities or other instruments to be sold or purchased in order to obtain best execution. In such event, allocation of the securities or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be most equitable and consistent with its fiduciary obligations to such Fund and to such other accounts;

(vi) may execute all documents and agreements with brokers and dealers for the purposes of managing a Fund provided that: (i) the Adviser does not contravene the Prospectus or SAI; (ii) should the Adviser aggregate transactions of the Fund with other client accounts managed by the Adviser, any liability or amounts due from other client accounts will not be attributable or chargeable to the Fund; and (iii) Adviser shall reasonably determine that the terms of any such document or contract are not disadvantageous to the Fund and that the interests of the Fund are adequately protected;

(vii) shall make available and provide financial, accounting, and statistical information required by the Trust for the preparation of registration statements, reports, and other documents required by applicable federal and state securities laws, and with such information as the Trust may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the underwriting and distribution of the Trust’s shares;

Exhibit B-3

(viii) in connection with its management of each Fund, shall take into account, where possible, anticipated purchases and redemptions of Shares;

Exhibit A-3

(ix) shall provide information and assistance as reasonably requested by the other service providers of the Trust in connection with the registration of Shares of each Fund in accordance with applicable state and foreign law securities requirements and regulatory requirements applicable to investors in each Fund;

(x) shall furnish to the Trust or its designees, such statistical information with respect to the assets or investments that a Fund (or portions of any Fund) may hold or contemplate purchasing as the Board or its designees may reasonably request;

(xi) shall furnish to the Board such periodic and special reports as the Board may reasonably request; and

(xii) shall make available its officers and employees to the Board and officers of the Trust for consultation and discussions regarding the management of the Trust and its investment activities.

(b) The Adviser, in connection with its rights and duties with respect to the Trust:

(i) shall use the same skill and care in the management of the Funds’ portfolios as it uses in the management of other accounts to which it provides investment advisory services, but shall not be obligated to give the Trust more favorable or preferential treatment vis-a-vis its other clients; and

(ii) shall act in conformity with the Trust’s Second Amended and Restated Master Trust Agreement, bylaws, registration statement, Prospectus, SAI, any exemptive orders, and written instructions and directions of the Board, and comply with and conform to the requirements of all applicable securities and tax laws and rules, including the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986 (the “Internal Revenue Code”) and all other applicable federal and state laws, regulations and rulings.

(c) The Adviser shall:

(i) use reasonable efforts to manage each Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Internal Revenue Code and the regulations thereunder;

(ii) discharge the foregoing responsibilities subject to the control and supervision of the Board and in compliance with such policies and procedures of the Trust (regarding each Fund) that the Board may from time to time establish;

(iii) promptly notify the Trust in the event that the Adviser or any of its affiliates: (I) becomes aware that it is subject to a statutory disqualification that

Exhibit B-4

prevents the Adviser from serving as investment adviser pursuant to this Agreement or (II) becomes aware that it is the subject of an administrative

Exhibit A-4

proceeding or enforcement action by the SEC or other regulatory authority with respect to its services under this Agreement.

(d) In providing investment advisory services to each Fund, the Adviser will provide each Fund with ongoing investment guidance, policy direction, including oral and written research, analysis, advice, statistical and economic data and judgments regarding individual investments, general economic conditions and trends and long-range investment policy.

(e) The Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers (“Money Managers”); provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Board and approved in a manner consistent with the 1940 Act and applicable exemptive relief. However, no such delegation shall relieve the Adviser of its duties and obligations with respect to the management of each Fund’s assets pursuant to this Agreement and in accordance with applicable law. In the Adviser’s sole discretion, any such Money Manager (i) may have full or partial investment discretion and may make all determinations with respect to the investment of a Fund’s assets assigned to the Money Manager and the purchase and sale of portfolio securities and other instruments with those assets, and such steps as may be necessary to implement its decision; or (ii) may be engaged to provide advice on a non-discretionary basis to the Adviser for use in making investment decisions for a Fund.

Subject to compliance with the 1940 Act and Fund policies and procedures, the Adviser may delegate to a Money Manager the voting of proxies relating to a Fund’s portfolio securities in accordance with the proxy voting policies and procedures of the Fund. If the Adviser expressly directs a Money Manager in writing to vote a proxy in such Money Manager’s discretion, such Money Manager shall vote such proxies solely in the best interests of the Fund’s shareholders and in accordance with applicable state and federal law, statutes, rules and regulations governing the voting of proxies by registered investment advisers, investment companies and fiduciaries. If a Money Manager requests that the Adviser vote a proxy in a specified manner, such request by a Money Manager, which shall not be binding upon Adviser, shall be made solely in accordance with the foregoing standards applicable to such Money Manager’s discretionary voting of proxies. Each such request shall be accompanied by information satisfactory to the Adviser explaining the requested vote which information shall set forth any interest, direct or indirect, of the Money Manager in the outcome of the vote. In connection with each such request, a Money Manager shall be deemed to have made a representation to the Adviser and the Trust that such request has been made in compliance with this Section 2 and that all information provided in connection with such request is accurate and complete in all material respects.

Exhibit B-5

To the extent the Adviser determines to delegate some or all of its duties and obligations under this Agreement to one or more discretionary or non-discretionary

Exhibit A-5

Money Managers, the Adviser shall research and evaluate Money Managers and shall advise the Board of the Money Manager(s) which the Adviser believes are best suited for each Fund; shall monitor and evaluate the investment performance, or quality of recommendations, of each Money Manager employed by the Trust; shall determine the portion of each Fund’s assets to be managed by each Money Manager, if applicable; shall recommend changes or additions of Money Managers when appropriate; shall coordinate the investment activities of the Money Managers; and, acting as a fiduciary for the Trust, shall compensate the Money Managers from the Adviser’s own resources. The Adviser shall not be responsible or liable for the investment merits of any decision or recommendation by a Money Manager to purchase, hold, or sell a security or other instrument for a Fund.

(f) The Adviser shall treat as confidential and proprietary information regarding each Fund, including each Fund’s records and other information relative to each Fund and its prior, current or potential shareholders. The Adviser shall not use such records and information for any purpose other than the performance of its duties and responsibilities under this Agreement, except after prior notification to and approval in writing by the applicable Fund, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by such Fund.

(g) The services of the Adviser hereunder are not deemed exclusive and the Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby.

(h) The Adviser is hereby authorized to utilize the research and other resources of Frank Russell Company (its corporate parent), its subsidiaries (as may be permitted by applicable laws or regulations) or any predecessor or successor organization of the foregoing entities, in providing investment advisory services pursuant to this Agreement. Neither the Adviser nor the Trust shall be obligated to pay any fee to Frank Russell Company for these services.

3.Expenses of the Trust. It is understood that the Trust will pay all its expenses other than those expressly assumed by the Adviser herein, which expenses payable by the Trust shall include:

(a) Expenses of all audits by independent public accountants;

(b) Expenses of transfer agent, registrar, dividend disbursing agent, and shareholder recordkeeping services;

(c) Expenses of custodial services including recordkeeping services provided by the Custodian;

Exhibit B-6A-6

(d) Expenses of obtaining quotations for calculating the value of the Trust’s net assets;

(e) Expenses of maintaining each Fund’s tax records;

(f) Salaries and other compensation of any of the Trust’s executive officers and employees, if any, who are not officers, directors, stockholders, or employees of the Adviser;

(g) Taxes levied against the Trust;

(h) Brokerage fees and commissions in connection with the purchase and sale of portfolio securities instruments or currency for the Trust;

(i) Costs, including the interest expense, of borrowing money;

(j) Costs and/or fees incident to meetings of the Trust, the preparation and mailings of prospectuses and reports of the Trust to its shareholders, the filing of reports with regulatory bodies, the maintenance of the Trust’s existence, and the registration of shares with federal and state securities authorities;

(k) Legal fees, including the legal fees related to the registration and continued qualification of the Trust shares for sale;

(l) Costs of printing stock certificates representing shares of the Trust;

(m) Trustees’ fees and expenses to trustees who are not officers, employees, or stockholders of the Adviser or any of its affiliates;

(n) The Trust’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums;

(o) Association membership dues; and

(p) Extraordinary expenses as may arise including expenses incurred in connection with litigation, proceedings, other claims, and the legal obligations of the Trust to indemnify its Trustees, officers, employees, shareholders, distributors, and agents with respect thereto.

4.Compensation.

As compensation for the services provided and expenses assumed by the Adviser under this Agreement, the Trust will arrange for each Fund to pay the Adviser at the end of each calendar month an advisory fee computed daily at an annual rate equal to the amount of average daily net assets listed opposite each

Exhibit B-7A-7

Fund’s name in Exhibit A, attached hereto. The “average daily net assets” of each Fund shall mean the average of the values placed on each Fund’s net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of each Fund is determined consistent with the provisions of Rule 22c-1 under the 1940 Act or, if each Fund lawfully determines the value of its net assets as of some other time on each Business Day (as defined in the Funds’ Prospectus or SAI), as of such other time. The value of net assets of each Fund shall always be determined pursuant to the applicable provisions of the Second Amended and Restated Master Trust Agreement, the registration statement and the Fund’s securities valuation procedures. If, pursuant to such provisions, the determination of net asset value is suspended for any particular Business Day, then for the purposes of this Section 4, the value of the net assets of each Fund as last determined shall be deemed to be the value of its net assets as of the close of the New York Stock Exchange, or as of such other time as the value of the net assets of each Fund’s portfolio may lawfully be determined, on that day. If the determination of the net asset value of the shares of each Fund has been so suspended for a period including any month end when the Adviser’s compensation is payable pursuant to this Section 4, then the Adviser’s compensation payable at the end of such month shall be computed on the basis of the value of the net assets of each Fund as last determined (whether during or prior to such month). If each Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day shall be deemed to be the sole determination thereof on that day for the purposes of this Section 4.

5.Books and Records. The Adviser agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1 under the 1940 Act (other than clause (b)(4) and paragraphs (c), (d) and (e) thereof). The Adviser further agrees that all records which it maintains for the Trust are the property of the Trust and it shall surrender promptly to the Trust any of such records upon the Trust’s request.

6.Liabilities of the Adviser.

(a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder or on the part of the Adviser or its corporate affiliates, the Adviser and its corporate affiliates shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument.security.

(b) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or the Adviser and its corporate affiliates, from liability in violation of SectionSections 17(h) and (i) of the 1940 Act.

Exhibit B-8A-8

7.Renewal and Termination.

(a) This Agreement shall become effective on and as of [ ], 2014, and shall continue through the period ending two years from such date. For any new Fund for which the Adviser is retained as investment adviser pursuant to Section 1(b) of this Agreement, this Agreement shall become effective on the date such Fund is offered to the public and shall continue in effect as to such Fund for two years from its effective date. In each case, the Agreement is renewable annually thereafter for successive one-year periods (a) by a vote of a majority of the Trustees of the Trust, or (b) as to any Fund, by a vote of a majority of the outstanding voting securities of that Fund, and in either case by a majority of the Trustees who are not parties to this Agreement or interested persons of any parties to the Agreement (other than as Trustees of the Trust), cast in person at a meeting called for purposes of voting on the Agreement; provided, however, that if the shareholders of any one or more Funds fail to approve the Agreement as provided herein, the Adviser may continue to serve in such capacity in the manner and to the extent permitted by the 1940 Act and Rules and Regulations thereunder with respect to any other Fund or Funds.

(b) This Agreement:

(i) May at any time be terminated without the payment of any penalty either by vote of the Board or, as to any Fund, by vote of a majority of the outstanding voting securities of the Fund, on 60 days’ written notice to the Adviser;

(ii) Shall immediately terminate in the event of its assignment; and

(iii) May be terminated by the Adviser on 60 days’ written notice to the Trust.

(c) As used in this Section 7, the Terms “assignment,” “interested person” and “vote of a majority of the outstanding voting securities” shall have the meanings set forth for any such terms in the 1940 Act.

(d) Any notice under this Agreement shall be given in writing addressed and delivered, or mailed postpaid, to the other party at any office of such party.

8.Trade Names and Trademarks. The parties hereto acknowledge that Frank Russell Company has reserved the right to grant the non-exclusive use of the name “Frank Russell,” or any derivative thereof, to any other investment company, investment advisor, distributor or other business enterprise, and to withdraw from the Trust the use of the name “Frank Russell.” In the event that Frank Russell Company should elect to withdraw the use of the name “Frank Russell” from the Trust, the Trust will submit the question of continuing this Agreement to a vote of its Shareholders.

9.Amendment of Agreement. This Agreement may be amended by mutual consent, and the consent of the Trust must be approved by vote of a majority of those

Exhibit B-9

Trustees of the Trust who are not parties to this Agreement or interested persons (as

Exhibit A-9

defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and, to the extent required by the 1940 Act and interpretations thereof by the SEC and its staff, by vote of a majority of the outstanding Shares (as defined with respect to voting securities by the 1940 Act) representing the interests in each Fund affected by such amendment.

10.Limitation of Liability. The Second Amended and Restated Master Trust Agreement dated October 1, 2008, as amended from time to time, establishing the Trust, which is hereby referred to and a copy of which is on file with the Secretary of The Commonwealth of Massachusetts, provides that the name Russell Investment Company means the Trustees from time to time serving (as Trustees but not personally) under said Master Trust Agreement. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the Shareholders, Trustees, officers, employees, or agents of the Trust, personally, but shall bind only the trust property of the Trust, as provided in its Second Amended and Restated Master Trust Agreement. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by the President of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in its Second Amended and Restated Master Trust Agreement.

11.Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be construed in accordance with applicable federal law and the laws of the State of Washington and shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Anything herein to the contrary notwithstanding, this Agreement shall not be construed to require, or to impose any duty upon, either of the parties to do anything in violation of any applicable laws or regulations. Any provision in this Agreement requiring compliance with any statute or regulation shall mean such statute or regulation as amended and in effect from time to time.

12.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit B-10A-10

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.

FRANK RUSSELL COMPANY agrees to provide consulting services without charge to the Trust upon the request of the Board of Trustees or officers of the Trust, or upon the request of Adviser pursuant to Section 2(h).

Exhibit A

For the existing fee schedule for the Funds, which will also be the fee schedule under the NewPost-Transaction Agreement, seeExhibit CB to this Proxy Statement.

Exhibit B-11A-11

EXHIBIT CB

Investment Advisory Fee Rates

(Identical under the Existing Agreement Post-Transaction

Agreement, and NewPost-Transaction Agreement)

Exhibit C-1B-1

EXHIBIT DC

Investment Advisory Fees Paid by the Funds

The following chart sets forth the amount of advisory fees paid by the FundsRussell Strategic Call Overwriting Fund to RIMCo (gross of reimbursements and/or waivers), the amount of advisory fees waived and/or amounts reimbursed pursuant to any contractual waiver/reimbursement agreement, and the advisory fees net of any such waivers/reimbursements, in each case for the fiscal year ended October 31, 2013. The Select International Equity Fund and the Select U.S. Equity Fund had not commenced operations as of October 31, 2013.

Exhibit D-1

Exhibit D-2C-1

EXHIBIT ED

Date of Existing Agreement

The following sets forth the date of the Existing Agreement for each Fund:

Shareholders of each Fund for which the Existing Agreement is dated January 1, 1999 last approved the Fund’s advisory agreement with RIMCo on November 19, 1998, in connection with a change of control resulting from Northwestern Mutual’s acquisition of an interest in FRC.

Exhibit E-1D-1

EXHIBIT FE

Additional Information about RIMCo and its Affiliates

Ownership Structure of RIMCo (Pre- and Post-Transaction)

Pre-Transaction

RIMCo is a wholly-owned subsidiary of FRC, which is located at 1301 Second Avenue, Seattle, WA 98101. As of December 20, 2013, 92.62% of FRC’s outstanding stock was owned by NM Investment Holdings, LLC (a wholly-owned, nonoperating subsidiary of Northwestern Mutual); 5.27% was owned by Nippon Life Insurance Company; and the remaining percentage was owned by Frank Russell Company Associates. NM Investment Holdings, LLC and Northwestern Mutual are located at 720 East Wisconsin Avenue, Milwaukee, WI 53202.

Post-Transaction

Following the Transaction, RIMCo will continue to be a wholly-owned subsidiary of FRC as described above. FRC will be a direct wholly-owned subsidiary of LSEG US Holdco, Inc., a Delaware corporation with its registered address at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. LSEG US Holdco, Inc. is a direct wholly-owned subsidiary of LSEG, which has its registered address at 10 Paternoster Square, London, EC4M 7LS, United Kingdom.

Principal Executive Officer and Directors of RIMCo

The Principal Executive Officer and Directors of RIMCo are listed below. The address for each individual listed is 1301 Second Avenue, Seattle, WA 98101.

Exhibit F-1E-1

Other Investment Companies Advised by RIMCo

The following sets forth information about otherRIMCo does not serve as investment companies advised by RIMCoadviser to another investment company that may havehas comparable investment strategies to one or more Funds.any Fund.

Exhibit F-2

Commissions Paid to Brokers Affiliated with RIMCo

Gross brokerage commissions received by broker/dealers that were affiliated with RIMCo or the relevant Money Managers forDuring the fiscal year ended October 31, 2013, from portfolio transactions effected for the Funds wereRussell Strategic Call Overwriting Fund did not pay any brokerage commissions to affiliated brokers. The Select International Equity Fund and the Select U.S. Equity Fund had not yet commenced operations as follows:of October 31, 2013.