Filed by the ~~Registrant~~registrant x Filed by a ~~Party~~party other than the ~~Registrant~~registrant ¨

This document contains a Joint Proxy Statement and proxy card(s) for an upcoming shareholder meeting of Russell Investment Company, Russell Investment Funds and Russell Exchange Traded Funds Trust (the “Trusts”). A ~~STREET~~

Onproxy card is, in essence, a ballot. When you vote using a proxy card, you appoint an individual named on the card to act as your proxy at the actual shareholder meeting and you instruct that individual as to how to vote on your behalf at the shareholder meeting. The proxy card(s) may be completed by checking the appropriate box and voting for or against the proposal.If you simply sign the proxy without specifying a vote, your shares will be voted in accordance with the recommendation of the Board of Trustees.

We are providing proxy material access to shareholders through the Internet. You can access proxy materials and vote at www.proxyvote.com. Details regarding the matters to be acted upon at this special meeting are described in the Notice Regarding the Availability of Proxy Materials you received in the mail.

Please read the Joint Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your Notice Regarding the Availability of Proxy Materials and at www.proxyvote.com, or if you have requested or received a proxy card by mail, you may vote by signing, voting and returning that proxy card in the envelope provided. Voting your proxy, and doing so promptly, ensures that the Trusts will not need to conduct additional mailings.

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

PROPOSAL 1: To elect members to the Boards of Trustees (collectively, the “Board”) of Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”) and Russell Exchange Traded Funds Trust (“RET”) (each, a “Trust” and collectively, the “Trusts”).

The Trusts are currently served by a single set of trustees (the ~~“Trust”~~“Trustees”) we, whereby all trustees serve on the Board of each Trust. The Trusts are ~~pleased to invite you to a special meeting~~sponsored by Russell Investment Management Company (“RIMCo” or the “Manager”), who serves as the investment adviser of each of the ~~shareholders (the “Special Meeting”)~~separate series of the ~~Trust’s series~~Trusts (each, a ~~“Fund,”~~“Fund” and collectively, the “Funds”). The Special Meeting will be held on October 3, 2007 at 10:00 a.m., local time, at the Trust’s offices at 909 A Street, Tacoma, Washington 98402. At the Special Meeting, shareholders will be asked to:

~~Approve certain changes to the Amended and Restated Master Trust Agreement of the Trust,~~

~~Approve a change in status of the Real Estate Securities Fund from a “diversified company” to a “non-diversified company”,~~

~~Approve the liquidation of US Government Money Market Fund, and~~

~~Approve the liquidation of Tax Free Money Market Fund~~

~~as stated in the Notice of Special Meeting of Shareholders and further explained in the enclosed Proxy Statement.~~

A proxy card for the Special Meeting is enclosed. IT IS IMPORTANT THAT YOU COMPLETE, SIGN AND RETURN YOUR PROXY CARD, OR TAKE ADVANTAGE OF THE TELEPHONIC OR ELECTRONIC VOTING PROCEDURES DESCRIBED IN THE PROXY CARD, AS SOON AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED AT THE SPECIAL MEETING. Your vote is important. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, reminding you to vote. If you have any questions in connection with these materials, please call us at 1-800-787-7354.

~~Sincerely,~~

~~Gregory J. Lyons~~

~~Secretary~~

~~Note: You may receive more than one proxy card. PLEASE COMPLETE EACH CARD PROVIDED so that each Fund will have the quorum needed to conduct its business.~~

To the shareholders of each of Equity I Fund, Equity II Fund, Equity Q Fund, Tax-Managed Large Cap Fund, Tax-Managed Mid & Small Cap Fund, International Fund, Emerging Markets Fund, Fixed Income I Fund, Fixed Income III Fund, Money Market Fund, Diversified Equity Fund, Special Growth Fund, Quantitative Equity Fund, International Securities Fund, Real Estate Securities Fund, Short Duration Bond Fund, Multistrategy Bond Fund, Tax Exempt Bond Fund, US Government Money Market Fund, Tax Free Money Market Fund, Select Growth Fund, Select Value Fund, Global Equity Fund, Equity Growth Strategy Fund, Growth Strategy Fund, Balanced Strategy Fund, Moderate Strategy Fund, Conservative Strategy Fund, Tax-Managed Global Equity Fund, Diversified Bond Fund, 2010 Strategy Fund, 2020 Strategy Fund, 2030 Strategy Fund, 2040 Strategy Fund and Russell Multi-Manager Principal Protected Fund (each a “Fund,” and, collectively, the “Funds”):

~~NOTICE IS HEREBY GIVEN~~ that a special meeting of the shareholders (the “Special Meeting”) of Russell Investment Company (the “Trust”) will be held at the Trust’s offices located at 909 A Street, Tacoma, Washington, on October 3, 2007 at 10:00 a.m., local time, for the following purposes:

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

The Board of Trustees unanimously recommends that you vote in favor of the Proposals. Shareholders of record as of the close of business on July 9, 2007 are entitled to notice of and to vote at the Special Meeting or any adjournment thereof.

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

No matter how many shares you own, your vote is important. A proxy solicitor, Computershare Fund Services, has been retained to aid in obtaining votes and in answering questions you may have regarding the Proposals. The solicitor may call you as the meeting date approaches if you have not voted. Your prompt vote will help reduce solicitation costs and will mean that you can avoid receiving follow-up phone calls or mailings requesting your vote.

The purpose of this Proxy Statement is to seek shareholder approval of the matters in the table below (the “Proposals”). Following the table, before addressing the specific Proposals, this Proxy Statement provides you with important information regarding how the Funds operate.

Proxy cards that are properly signed, dated and received at or prior to the Special Meeting and proper voting instructions received via telephone or the Internet will be voted as specified. If you sign, date and return the proxy card, but do not specify a vote for the Proposals, the persons named as proxies will vote your shares~~FOR~~ ~~electing each of the nominees to serve on the Board,~~~~FOR~~ ~~approval of the changes to the Liquidation Provision of the Amended and Restated Master Trust Agreement of the Trust,~~~~FOR~~ ~~approval of the changes to the Reorganization Provision of the Amended and Restated Master Trust Agreement of the Trust,~~~~FOR~~ ~~approval of a change in status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company”,~~~~FOR~~ ~~approval of the liquidation of US Government Money Market Fund, and~~~~FOR~~~~approval of the liquidation of Tax Free Money Market Fund.~~

The Equity Growth Strategy Fund, Growth Strategy Fund, Moderate Strategy Fund, Balanced Strategy Fund, Conservative Strategy Fund, Tax-Managed Global Equity Fund, 2010 Strategy Fund, 2020 Strategy Fund, 2030 Strategy Fund, and 2040 Strategy Fund are funds of funds that invest in other Russell Investment Company (“RIC”) Funds (the “Funds of Funds”).

Under Massachusetts law, each Fund is a “sub-trust” of the Trust. The management of the business and affairs of the Trust is the responsibility of the Board. The Board oversees the Funds’ operations, including reviewing and approving the Funds’ contracts with the Funds’ investment adviser, Russell Investment Management Company (“RIMCo”) and the Funds’ respective sub-advisers (“Money Managers”). The Trust’s officers are responsible for the day-to-day management and administration of the Funds’ operations. For all Funds except the Money Market Fund, US Government Money Market Fund and the Funds of Funds, the Money Managers are responsible for selection of individual portfolio securities for the assets assigned to them. RIMCo currently manages the Money Market Fund and the US Government Money Market Fund.

For all Funds except the Funds of Funds, the Money Market Fund and the US Government Money Market Fund, RIMCo selects, subject to the approval of the Fund’s Board, Money Managers for the Funds, allocates Fund assets among Money Managers, oversees the Money Managers and evaluates the performance results. The Funds’ Money Managers select the individual portfolio securities for the assets assigned to them and either RIMCo or the Money Manager arranges for execution of portfolio securities transactions. RIMCo, as agent for RIC, pays the Money Managers’ fees for the Funds, as a fiduciary for the Funds, out of the advisory fee paid by the Funds to RIMCo. The remainder of the advisory fee is retained by RIMCo as compensation for the services described above and to pay expenses.

The Trust has received an exemptive order from the U.S. Securities and Exchange Commission (“SEC”) which permits RIMCo, with the approval of the Board, to engage and terminate Money Managers without a shareholder vote. Appendix B to this Proxy Statement lists the current Money Managers for the Funds. There may be changes to the Money Managers between the date you receive this proxy statement and the date of the meetings. However, the Money Managers will not change as a result of the Proposals that Shareholders are being asked to consider at the Special Meeting. A complete list of current money managers for the Funds is posted at www.russell.com.

At their meeting held on ~~May 22, 2007,~~December 4, 2013, the Trustees determined to present the election of ~~eight~~the Trustees who have not been previously elected by the Shareholders (collectively, the “Trustee Nominees”) to hold office until their respective successors are elected and qualified, of which seven currently serve as Trustees of the Trust. Of the seven Trustees who currently serve on the Board of the Trust, four have previously been elected by the Trust’s Shareholders. Each of the Trustees will continue to hold office during the lifetime of the Trust except as such Trustee Nominee sooner dies, retires, ~~(or reaches the mandatory retirement age of 72),~~ resigns or is removed, as provided for in the ~~Trust’s Amended~~Trusts’ organizational documents. Each of RIC, RIF and ~~Restated Master~~RET currently have eight Trustees, five of whom have previously been elected by RIC and RIF Shareholders and seven of whom have previously been elected by RET Shareholders. Proposal 1 will not affect the status of those Trustees previously elected by RIC, RIF and RET Shareholders. If any Trustee Nominee does not receive a plurality of all outstanding shares of the Trust ~~Agreement (the “Master~~voting, such Trustee Nominee will remain on the Board of such Trust ~~Agreement”).~~as a non-shareholder elected Trustee. RIC and RIF also have one Trustee Emeritus. The ~~Trust also has six Trustees Emeritus. Trustees~~Trustee Emeritus dodoes not have the power to vote on matters coming before the Board, or to direct the vote of any Trustee, and generally ~~are~~is not responsible or accountable in any way for the performance of the Board’s responsibilities.

For purposes of Proposal 1, you are entitled to vote if you own shares in any one or more Funds as of the close of the Record Date (defined below) and your vote will be counted together with the votes of Shareholders of other Funds in the same Trust.

PROPOSAL 2: To approve the reclassification of the investment objective of the following RIC Funds from “fundamental” to “non-fundamental” (the “Proposed Reclassifications”): the Russell U.S. Defensive Equity Fund, Russell Investment Grade Bond Fund and Russell International Developed Markets Fund (for purposes of Proposal 2, each, a “Proposal 2 Fund”).

For purposes of the Proposed Reclassifications in Proposal 2, you are entitled to vote if you own shares in any one or more Proposal 2 Funds as of the close of the Record Date (defined below) and your vote with respect to one Proposal 2 Fund in which you hold shares will be counted together with the votes of other Shareholders of such Proposal 2 Fund. A vote for a Proposed Reclassification with respect to one Proposal 2 Fund will not affect the approval of the Proposed Reclassification with respect to any other Proposal 2 Fund.

The Proposed Reclassifications will provide RIMCo with additional flexibility to conduct the investment program of each Proposal 2 Fund. However, if the Proposed Reclassifications are approved by Shareholders of the Proposal 2 Funds, a change to the investment objective of a Proposal 2 Fund would still need to be approved by the Board, which, through its Investment Committee, reviews and monitors the investment strategies and investment performance of the Funds, including the Proposal 2 Funds. Subsequent to the Proposed Reclassification, RIMCo would then be able to respond to changing market conditions and circumstances consistent with applicable laws, without the expense and delay associated with arranging for a Shareholder meeting to approve changes in a Proposal 2 Fund’s investment objective.

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

PROPOSAL 1: The Trustees believe that each Trustee Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustee Nominees and the Board, collectively, lead to the conclusion that the Trustee Nominees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that the Trustee Nominees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with RIMCo, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of their duties as Trustees, support this conclusion. The Trustees have also considered the contributions that each Trustee Nominee can make to the Board and each Trust. Additionally, in considering the Trustee Nominees, the Trustees took into account the concern for the continued efficient conduct of the Trusts’ business. In particular, the Trustees considered the requirements of the Investment Company Act of 1940, and any amendments thereto, as they apply to the election of Trustees generally and the Trustee Nominees in particular.

PROPOSAL 2:The Trustees recommend that Shareholders vote to reclassify the Proposal 2 Funds’ respective investment objectives from “fundamental” to “non-fundamental” in order to provide RIMCo with additional flexibility to conduct the investment program of each Proposal 2 Fund. However, if the Proposed Reclassifications are approved by Shareholders of the Proposal 2 Funds, a change to the investment objective of a Proposal 2 Fund would still need to be approved by the Board, which, through its Investment Committee, reviews and monitors the investment strategies and investment performance of the Funds, including the Proposal 2 Funds. Subsequent to the Proposed Reclassification, RIMCo would then be able to respond to changing market conditions and circumstances consistent with applicable laws, without the expense and delay associated with arranging for a Shareholder meeting to approve changes in a Proposal 2 Fund’s investment objective. The Joint Proxy Statement explains that Shareholders are only being asked to approve the reclassification of the Proposal 2 Funds’ respective investment objectives from “fundamental” to “non-fundamental” and are not being asked to approve changes to any Proposal 2 Fund’s investment objective.

Although the Proposed Reclassifications will provide RIMCo with greater flexibility to respond to future investment opportunities, RIMCo does not anticipate that the proposed changes will materially affect the manner in which the Proposal 2 Funds are currently managed. Accordingly, RIMCo has represented to the Board that it does not anticipate that the Proposed Reclassifications will result in a material change in the level of investment risk associated with investment in any Proposal 2 Fund. In the future, if the Board determines to change materially the manner in which any Proposal 2 Fund is managed, that Fund’s prospectus will be amended to reflect such change and the Fund would provide Shareholders with reasonable notice before the effective date of such change.

Yes. Your vote is needed to ensure that the proposals can be acted upon. To avoid the added cost of follow-up solicitations and possible adjournments, please read the Joint Proxy Statement and cast your vote through the Internet or by telephone by following the instructions on your Notice Regarding the Availability of Proxy Materials and at www.proxyvote.com. If you have requested or received a proxy card by mail, you may vote by signing, voting and returning that proxy card in the envelope provided. We encourage all shareholders to participate in the governance of the Trusts.

We will be happy to answer your questions about this proxy solicitation. If you have questions, please call Broadridge Financial Solutions, Inc. at 1-855-976-3325.

Please refer to the instructions on how to vote found in your Notice Regarding the Availability of Proxy Materials and at www.proxyvote.com. Shareholders are encouraged to vote their shares through the Internet or by the telephone. Shareholders may also vote their shares by requesting a proxy card by mail and signing, voting and returning that proxy card in the envelope provided.

To all shareholders of Russell Investment Company, Russell Investment Funds and Russell Exchange Traded Funds Trust:

Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”) and Russell Exchange Traded Funds Trust (“RET”) (each, a “Trust” and collectively, the “Trusts”) are holding a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trusts (each, a “Fund” and collectively, the “Funds”) on April 15, 2014. The Special Meeting will be held at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, at 10:00 a.m. Pacific Time.

RIC and RIF are each Massachusetts business trusts, each operating as a registered management investment company. RIC and RIF currently offer shares of 37 and 9 Funds, respectively. RET is a Delaware statutory trust, operating as a registered management investment company. RET currently offers shares of one (1) Fund, the Russell Equity ETF. Proposal 1 relates to all shareholders of the RIC, RIF and RET Funds. Proposal 2 relates only to shareholders of the following RIC Funds: Russell U.S. Defensive Equity, Russell Investment Grade Bond and Russell International Developed Markets Funds (for purposes of Proposal 2, each a “Proposal 2 Fund”).

The Special Meeting is being held for the purpose of (i) electing three (3) persons (each, a “Trustee Nominee”) to the Board of Trustees of each of RIC and RIF and one (1) person to the Board of Trustees of RET and (ii) reclassifying the investment objective of certain RIC Funds, the Proposal 2 Funds, from “fundamental” to “non-fundamental.” These matters are discussed in detail in the proxy statement enclosed with this notice.

The Trusts have fixed the close of business on February 5, 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 each proposal applicable to such Fund 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 at www.proxyvote.com or by telephone by following the instructions on the Notice Regarding the Availability of Proxy Materials you received in the mail and which instructions are also provided on that website, or, if you have requested or received a proxy card by mail, by signing, voting and returning your proxy card 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 in your Notice Regarding the Availability of Proxy Materials and in the Joint Proxy Statement. If you attend the Special Meeting, you may vote in person even if you have previously returned your proxy card or have voted through the Internet or by telephone. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to the Trusts or by voting 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.

By Order of the Trusts,

Sandra Cavanaugh

President and Chief Executive Officer

Russell Investment Company

Russell Investment Funds

Russell Exchange Traded Funds Trust

The Funds’ Notice of a Special Meeting of Shareholders, Joint Proxy Statement and Form of Proxy Card are available on the Internet at www.proxyvote.com.

PLEASE RESPOND. YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. TO ASSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, AND TO AVOID THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE ADJOURNMENTS, PLEASE TAKE A FEW MINUTES TO READ THE JOINT PROXY STATEMENT AND CAST YOUR VOTE THROUGH THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS AND ON WWW.PROXYVOTE.COM, OR IF YOU HAVE REQUESTED OR RECEIVED A PROXY CARD BY MAIL, YOU MAY VOTE BY SIGNING, VOTING AND RETURNING THAT PROXY CARD IN THE ENVELOPE PROVIDED. PLEASE TAKE ADVANTAGE OF THESE PROMPT AND EFFICIENT VOTING OPTIONS. YOU MAY ALSO VOTE BY CALLING THE BROADRIDGE FINANCIAL SOLUTIONS, INC. REPRESENTATIVE AT 1-855-976-3325.

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 properly.

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

Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”) and Russell Exchange Traded Funds Trust (“RET”) (each, a “Trust” and collectively, the “Trusts”) have called a special meeting (the “Special Meeting”) of all shareholders of each of the separate series of the Trusts (each, a “Fund” and collectively, the “Funds”) in order to seek shareholder approval of proposals relating to (i) the election of members to the Trusts’ Boards of Trustees (collectively, the “Board”) and (ii) the reclassification of the investment objective of the following RIC Funds from “fundamental” to “non-fundamental”: the Russell U.S. Defensive Equity Fund, Russell Investment Grade Bond Fund and Russell International Developed Markets Fund (for purposes of Proposal 2, each a “Proposal 2 Fund”). The Special Meeting will be held at the offices of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, on April 15, 2014 at 10:00 a.m. Pacific Time. The Board has sent a Notice Regarding the Availability of Proxy Materials to you and all other shareholders of record who have a beneficial interest in the Funds as of the close of business on or about February 5, 2014. If you expect to attend the Special Meeting in person, please call the Trusts at 1-800-787-7354 (RIC and RIF Shareholders) or 1-888-775-3837 (RET Shareholders) to inform them of your intentions.

The Board is asking you to approve proposals relating to (i) the election of three (3) persons (each, a “Trustee Nominee”) to the Board of each of RIC and RIF and one (1) person to the Board of RET and (ii) the reclassification of the investment objective of certain RIC Funds, the Proposal 2 Funds, from “fundamental” to “non-fundamental.”

All shareholders of the Funds who own shares as of the close of business on February 5, 2014 (the “Record Date”) are entitled to vote on the proposal(s) applicable to their Fund shares. Each share of each Fund will be entitled to one vote on each proposal applicable to such Fund 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. The following table sets forth the number of shares of beneficial interest outstanding and entitled to be voted of each class of each Fund as of [ ], 2014. [TO BE COMPLETED UPON AMENDMENT]

Shareholders may vote through the Internet voting, through telephone touch-tone voting, by signing and returning a proxy card, or by attending the Special Meeting in person and voting. To vote by telephone or Internet, follow the voting instructions as outlined on the Notice Regarding the Availability of Proxy Materials, which was mailed to

shareholders on or about [ ], 2014. These options require shareholders to input a control number, which is located on your Notice Regarding the Availability of Proxy Materials. After entering this number, shareholders will be prompted to provide their voting instructions on the Proposals. Shareholders will have the opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link. Shareholders who vote on the Internet, in addition to confirming their voting instructions prior to submission, may also request an e-mail confirming their instructions. If you have requested or received a proxy card by mail, you may use the enclosed postage-paid envelope to mail your proxy card.

If you need more information on how to vote, or if you have any questions, please call the Funds’ proxy solicitation agent, Broadridge Financial Solutions, Inc., at 1-855-976-3325. The Trusts urge you to fill out and return your proxy card 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 Trusts have named Mary Beth Rhoden Albaneze, Jessica Gates, Mark Swanson and Kari Seabrands as proxies, and their names appear on your proxy card(s). By signing your proxy card and returning it or, alternatively, by voting through the Internet or by the telephone by following the instructions on the Notice Regarding the Availability of Proxy Materials, you are appointing those persons to vote for you at the Special Meeting. If you properly fill in your proxy card and return it to the Trusts 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, but do not make specific choices, one of the appointed proxies will vote your shares on the proposal(s) 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 Joint Proxy Statement was printed, the Trusts were not aware of any other matter that needed to be acted upon at the Special Meeting other than the proposals discussed in this Joint Proxy Statement.

If you appoint a proxy by signing and returning your proxy card, 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 Trusts 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 attend the 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.

The proxy is solicited by the Board on behalf of the Trusts, all of whom recommend a vote “FOR ALL” the Trustee Nominees for RIC and RIF and “FOR” the Trustee Nominee for RET, as described in this Joint Proxy Statement, and “For” Proposal 2.

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 Trust to hold a valid shareholder meeting. The Trusts cannot hold a valid shareholder meeting unless there is a quorum of shareholders present in person or by proxy. With respect to RIC and RIF, RIC’s Second Amended and Restated Master Trust Agreement, as amended, and RIF’s Amended and Restated Master Trust Agreement, as amended, each require that the presence, in person or by proxy, of a majority of the shares entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to RET,

RET’s Amended and Restated Agreement and Declaration of Trust requires that the presence, in person or by proxy, of more than twenty-five percent (25%) of the total combined net asset value of all shares issued and outstanding and entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to the proposal(s) affecting RIC and RIF, a majority of the shares entitled to vote on each such proposal as of the Record Date is required for a quorum for this Special Meeting. With respect to the proposal affecting RET, more than twenty-five percent (25%) of the total combined net asset value of all shares of RET entitled to vote as of the Record Date is required for a quorum.

With respect to Proposal 1, all Shareholders of the Funds as of the Record Date will be entitled to vote on Proposal 1. For purposes of Proposal 1, your vote will be counted together with the votes of Shareholders of other Funds in the same Trust.

With respect to Proposal 2, only Shareholders of the Proposal 2 Funds as of the Record Date will be entitled to vote on Proposal 2. For purposes of the Proposed Reclassifications in Proposal 2, your vote with respect to one Proposal 2 Fund in which you hold shares will be counted together with the votes of other Shareholders of such Proposal 2 Fund. A vote for a Proposed Reclassification with respect to one Proposal 2 Fund will not affect the approval of the Proposed Reclassification with respect to any other Proposal 2 Fund.

With respect to Proposal 1, each Trustee Nominee must receive a plurality of all outstanding shares of the Trust voting, and the Trustee Nominees receiving the most “FOR” votes will be elected (even if less than a majority of the votes cast), provided a quorum is present. Accordingly, with respect to RIC and RIF, each of Mses. Cavanaugh, Burgermeister and Krysty must be one of the three Trustee Nominees receiving the most “FOR” votes in order to be elected. With respect to RET, Ms. Krysty must be the Trustee Nominee receiving the most “FOR” votes in order to be elected. Because each Trustee Nominee is up for election for a distinct seat on the Board and because it is expected that each such election will be uncontested, to the extent that a Trustee Nominee receives any votes, such Trustee Nominee will be elected.

With respect to Proposal 2, the approval of the reclassification of the investment objective of each Proposal 2 Fund from “fundamental” to “non-fundamental” requires the approval of a majority of the outstanding voting securities of that Proposal 2 Fund. The vote of a majority of the outstanding voting securities of a Proposal 2 Fund means the vote of the lesser of (a) 67% or more of the voting securities of such Proposal 2 Fund present at the meeting, if the holders of more than 50% of the outstanding voting securities of the Proposal 2 Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of the Proposal 2 Fund. Shareholders of each Proposal 2 Fund will vote separately on Proposal 2. The investment objective applicable to each Proposal 2 Fund will be reclassified only if approved by the Shareholders of that Proposal 2 Fund.

Under rules applicable to broker-dealers, if your broker holds your shares in its name, the broker is allowed to vote your shares on the election of Trustees even if it has not received voting instructions from you. Broker non-votes (i.e., the scenario where a broker-dealer holding shares of a fund on behalf of a beneficial owner does not receive voting instructions from such beneficial owner, and the broker-dealer subsequently declines to vote, or is not permitted to vote, those shares at the special meeting) and abstentions with respect to Proposal 1 count as ~~Trustees~~“present” solely for purposes of establishing a quorum, but will not count as votes against each nominee. Broker non-votes and abstentions will have the effect of a vote against Proposal 2.

In the event that a quorum is not present at the Special Meeting, the ~~Board~~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 a majority has ~~nominated Thaddas L. Alston, Kristianne Blake, Daniel P. Connealy, Jonathan Fine, Greg J. Stark, Raymond P. Tennison, Jr.~~not been reached with respect to Proposal 2. 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. Signed proxies that have been returned to the Trusts without any indication of how the shareholder wished to vote will be voted in favor of the proposal to adjourn the Special Meeting.

The Funds will bear all expenses incurred in connection with Proposal 1 and Proposal 2, including the cost of soliciting proxies and the cost associated with any adjournments, whether or not the proposals are approved by shareholders. The cost of the Special Meeting will be allocated to each Trust, and borne by the Funds organized under such Trust. Costs that are collectively borne by the Funds of each Trust will be allocated among the Funds of such Trust on the basis of relative net assets, except when direct costs can reasonably be attributed to one or more specific Funds.

The date of this Joint Proxy Statement is[February[ ], ~~Jack R. Thompson~~2014].

Additional information about the Funds is available in their respective prospectuses, statements of additional information and ~~Julie W. Weston (the “Nominees”). Mr. Alston, Mr. Fine, Mr. Stark~~annual and ~~Mr. Thompson~~semi-annual reports to Shareholders. The Funds’ most recent annual and semi-annual reports have ~~not~~ previously been mailed to Shareholders. Additional copies of any of these documents are available without charge by calling 1-800-787-7354 (RIC and RIF Shareholders) or 1-888-775-3837 (RET Shareholders), by writing to 1301 Second Avenue, 18th Floor, Seattle, WA 98101 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.

Ms. Sandra Cavanaugh, Ms. Cheryl Burgermeister and Ms. Katherine Krysty are the Trustee Nominees. Each currently serves on the Board of each Trust, and each was elected as a Trustee by the Board until the Trustee Nominee sooner dies, retires, resigns or is removed, as provided for in the Trusts’ organizational documents pursuant to Article III, Section 3.1(c) of RIC’s Second Amended and Restated Master Trust Agreement, as amended, Article III, Section 3.1(c) of RIF’s Amended and Restated Master Trust Agreement, as amended, and Article IV, Section 1 of RET’s Amended and Restated Agreement and Declaration of Trust. Ms. Sandra Cavanaugh and Ms. Cheryl Burgermeister were also elected by ~~Shareholders. Mr. Stark will~~shareholders of RET to serve on the RET Board at a shareholder meeting on October 26, 2012. It is now proposed that Ms. Cheryl Burgermeister and Ms. Sandra Cavanaugh, with respect to RIC and RIF, and Ms. Katherine Krysty, with respect to RIC, RIF and RET, be ~~deemed an “interested person”~~elected by shareholders to serve on the Board of the Trusts.

One of the Trustee Nominees, Ms. Sandra Cavanaugh, serves as the Trusts’ President and is considered to be an interested person of the Trusts, as that term is defined by the Investment Company Act of 1940, as amended (the “1940 Act”). No Trustee Nominee is a party adverse to the Trusts or any of their affiliates in any material legal proceeding, nor does any Trustee Nominee have a materially adverse interest to the Trusts. The tables below set forth information concerning each Trustee Nominee.

The following trustee nominees are considered to be “disinterested” or “independent” persons of the Trusts, meaning that they have no direct affiliation with the Trusts, RIMCo, any sub-advisers, or any other service providers to the Trusts.

The Trustees believe that each Trustee Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustee Nominees and the Board, collectively, lead to the conclusion that the Trustee Nominees possess the requisite experience, qualifications, attributes and skills to serve on the Board. The Trustees believe that the Trustee Nominees’ ability to review critically, evaluate, question and discuss information provided to them; to interact effectively with RIMCo, other service providers, legal counsel and independent public accountants; and to exercise effective business judgment in the performance of their duties as Trustees, support this conclusion. The Trustees have also considered not only the contributions that each Trustee Nominee can make to the Board and the Trust ~~for purposes~~based upon their particular background, business and professional experience, education and skills, among other things, but also whether such background, business and professional experience, education and skills enhance the Board’s diversity. The Board’s Nominating Committee believes that the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy on diversity or any particular definition of diversity.

As described in the table above, the Independent Trustee Nominees possess the experience and skills to provide them a basis of acquiring knowledge of the business and operation of the Funds and the Trusts. In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Trustee nominee: Ms. Burgermeister has had experience as a member of the Board of Trustees of RIC, RIF and RET and as a certified public accountant and as a member of boards of directors/trustees of other investment companies; and Ms. Krysty also has experience as a member of the Board of Trustees of RIC, RIF and RET and has had business, financial and investment experience as the founder and senior executive of a registered investment adviser focusing on high net worth individuals as well as experience as a certified public accountant and a member of the boards of other corporations and non-profit organizations. Ms. Cavanaugh has had experience with RIC, RIF and RET and other financial services companies, including companies engaged in the sponsorship, management and distribution of investment companies. As a senior officer and/or director of the Funds, RIMCo and various affiliates of RIMCo providing services to the Funds, Ms. Cavanaugh is in a position to provide the Board with such parties’ perspectives on the management, operations and distribution of the Funds.

Section ~~2(a)(19)~~16(a) of the Investment Company Act of 1940, as amended (the “1940 Act”) ~~because~~, requires that a board of ~~his affiliation with RIMCo. None of the other Nominees~~trustees may fill a board seat vacancy between meetings and without shareholder approval only if immediately after such vacancy is ~~an “interested person” of the Trust (collectively, the “Independent Trustees”). Each Nominee has indicated that he or she is willing to serve as a Trustee.~~

The proxies will vote for the election of each Nominee unless you withhold authority to vote for any or all of them in the proxy. If any or all of the Nominees should become unavailable for election due to events not now known or anticipated, the persons named as proxies will vote for such other nominee or nominees as the current Trustees may recommend.

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

The Trust does not hold regular annual Shareholder meetings. The Board may call special meetings of Shareholders for action by Shareholder vote as may be required by the 1940 Act or required or permitted by the Master Trust Agreement and by-laws of the Trust. In compliance with the 1940 Act, Shareholder meetings will be held to elect Trustees whenever fewer than a majority of the Trustees holding office have been elected by the Shareholders or, in the case of filling vacancies, to assure thatfilled, at least two-thirds of the ~~Trustees~~trustees then holding office ~~after vacancies are filled~~were previously elected by shareholders. However, if, at any time, less than a majority of trustees have been elected by ~~Shareholders.~~holders of the outstanding voting securities, the board of trustees would not be permitted to fill a board seat vacancy and would be required to call a special meeting within sixty (60) days for the purpose of electing trustees to fill any existing vacancies.

NoFollowing the (i) retirement of two shareholder-elected Trustees, effective December 31, 2013 and (ii) addition of a non-shareholder-elected Trustee effective, January 1, 2014, the RIC and RIF Boards are no longer composed of two-thirds shareholder-elected Trustees. Furthermore, because shareholder-elected Trustees would no longer constitute the majority of Trustees on the RIC and RIF Boards upon the resignation or removal of any existing Trustee in the future, each Trust would be required to hold a special meeting of the shareholders to elect a new Trustee. Such meeting would likely entail additional costs, including the costs of holding a special meeting and complying with the legal and regulatory costs associated with a shareholder vote. Accordingly, the Board recommends that Shareholders vote to provide the Board with the flexibility to fill a future vacancy without holding such a special meeting. If Proposal 1 is adopted, the Board of each Trust would be composed of greater than two-thirds shareholder-elected Trustees and, therefore, no Trust would be required to hold a special shareholder meeting to elect new Trustees.

Proposal 1 will not affect the status of those Trustees previously elected by RIC, RIF and RET Shareholders. Each of these Trustees will continue to hold office during the lifetime of the Trusts except as such Trustee sooner dies, retires, resigns or is removed, as provided for in the Trusts’ organizational documents. If any Trustee Nominee does not receive a plurality of all outstanding shares of the Trust voting, such Trustee Nominee will remain on the Board of such Trust as a non-shareholder elected Trustee. RIC and RIF also have one Trustee Emeritus. The Trustee Emeritus does not have the power to vote on matters coming before the Board, or to direct the vote of any Trustee, and generally is not responsible or accountable in any way for the performance of the Board’s responsibilities.

With respect to RIC and RIF, each Trustee shall serve during the continued lifetime of the Trust until he or she retires (or upon reaching the mandatory retirement age of 72), dies, resigns, or is removed by, in substance, a ~~party adverse~~vote of two-thirds of the number of Trustees or of the Trust’s shares outstanding. With respect to RET, each Trustee shall serve during the continued lifetime of the Trust until he or she retires (or upon reaching the mandatory retirement age of 72), dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. With respect to all Trusts, any Trustee may resign at any time by written instrument signed by him and delivered to any officer of the Trust or ~~any~~to a meeting of ~~its affiliates in any material pending legal proceedings, nor does any Nominee have an interest materially adverse~~the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the ~~Trust.~~extent expressly provided in a written agreement with a Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages or other payment on account of such removal. Any Trustee may be removed at any time by a vote of at least two-thirds of the number of Trustees prior to such removal. Any Trustee may also be removed at any meeting of Shareholders by a vote of two thirds of the total

combined net asset value of all shares of the ~~Nominees~~applicable Trust issued and outstanding. A meeting of Shareholders for the ~~Board and officers~~purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of Shareholders of a Trust owning 10% or more of the ~~Trust. The Russell Fund Complex consists~~shares of the Trust ~~and Russell Investment Funds (“RIF”).~~

~~Nominees~~The Board is responsible under applicable state law for ~~Election as Interested Trustees~~


~~Daniel P. Connealy~~ ~~Born June 6, 1946~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~• Trustee since~~ ~~2003~~ ~~• Chairman of~~ ~~Audit Committee~~ ~~since 2005~~	~~• Appointed~~ ~~until~~ ~~successor is~~ ~~duly elected~~ ~~and qualified~~ ~~• Appointed~~ ~~until~~ ~~successor is~~ ~~duly elected~~ ~~and qualified~~	~~• June 2004 to present, Senior~~ ~~Vice President and Chief~~ ~~Financial Officer, Waddell &~~ ~~Reed Financial, Inc.~~ ~~• 2001 – 2003, Vice President~~ ~~and Chief Financial Officer,~~ ~~Janus Capital Group Inc.~~	44	~~None~~

~~Jonathan Fine~~ ~~Born July 8, 1954~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~Trustee~~ ~~since 2004~~	~~Appointed~~ ~~until successor~~ ~~is duly elected~~ ~~and qualified~~	~~• President and Chief Executive~~ ~~Officer, United Way of King~~ ~~County, WA~~	44	~~None~~

~~Raymond P. Tennison, Jr.~~ ~~Born December 21, 1955~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~• 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~~	~~• President, Simpson Investment~~ ~~Company and several~~ ~~additional subsidiary~~ ~~companies, including Simpson~~ ~~Timber Company, Simpson~~ ~~Paper Company and Simpson~~ ~~Tacoma Kraft Company~~	44	~~None~~

~~Jack R. Thompson,~~ ~~Born March 21, 1949~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~Trustee since~~ ~~2005~~	~~Appointed~~ ~~until successor~~ ~~is duly elected~~ ~~and qualified~~	~~• September 2003 to present,~~ ~~Independent Board Chair and~~ ~~Chairman of the Audit~~ ~~Committee, Sparx Japan Fund~~ ~~• May 1999 to May 2003,~~ ~~President, Chief Executive~~ ~~Officer and Director, Berger~~ ~~Financial Group, LLC~~ ~~• May 1999 to May 2003,~~ ~~President and Trustee, Berger~~ ~~Funds~~	44	~~Director, Sparx~~ ~~Japan Fund~~

~~Julie W. Weston,~~ ~~Born October 2, 1943~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~• Trustee~~ ~~since 2002~~	~~• Appointed~~ ~~until~~ ~~successor is~~ ~~duly elected~~ ~~and qualified~~	~~• Retired since 2000~~ ~~• 1987 to 2002, Director, Smith~~ ~~Barney Fundamental Value~~ ~~Fund~~	44	~~None~~

	~~• Chairperson~~ ~~of the~~ ~~Investment~~ ~~Committee~~ ~~since 2006~~	~~• Appointed~~ ~~until successor~~ ~~is duly elected~~ ~~and qualified~~
* Each Trustee is subject to mandatory retirement at age 72.


~~Name, Age, Address~~	~~Position(s) Held~~ ~~With Fund and Length~~ ~~of Time Served~~	~~Term of Office~~	~~Principal Occupation(s)~~ ~~During the~~ ~~Past 5 Years~~
~~OFFICERS~~
~~Cheryl Wichers~~ ~~Born December 16, 1966~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~Chief Compliance~~ ~~Officer since 2005~~	~~Until removed by~~ ~~Independent~~ ~~Trustees~~	~~• Chief Compliance Officer, RIC~~ ~~• Chief Compliance Officer, RIF~~ ~~• Chief Compliance Officer, RIMCo~~ ~~• April 2002-May 2005, Manager, Global Regulatory Policy~~ ~~• 1998-2002, Compliance Supervisor, Russell Investment Group~~
~~Greg J. Stark,~~ ~~Born May 3, 1968~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~President and Chief~~ ~~Executive Officer since~~ ~~2004~~	~~Until successor is~~ ~~chosen and~~ ~~qualified by~~ ~~Trustees~~	~~• President and CEO, RIC and RIF~~ ~~• Chairman of the Board, President and CEO, RIMCo~~ ~~• Chairman of the Board, President and CEO, RFD~~ ~~• Chairman of the Board and President, Russell Insurance~~ ~~Agency, Inc. (insurance agency (“RIA”))~~ ~~• Until 2004, Managing Director of Individual Investor~~ ~~Services, FRC~~ ~~• 2000 to 2004, Managing Director, Sales and Client Service,~~ ~~RIMCo~~
~~Mark E. Swanson,~~ ~~Born November 26, 1963~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~Treasurer and Chief~~ ~~Accounting Officer~~ ~~since 1998~~	~~Until successor is~~ ~~chosen and~~ ~~qualified by~~ ~~Trustees~~	~~• Treasurer, Chief Accounting Officer and CFO, RIC and RIF~~ ~~• Director, Funds Administration, RIMCo, RTC and RFD~~ ~~• Treasurer and Principal Accounting Officer, SSgA Funds~~
~~Thomas F. Hanly,~~ ~~Born November 17, 1964~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~Chief Investment~~ ~~Officer since 2004~~	~~Until removed by~~ ~~Trustees~~	~~• Chief Investment Officer, RIC, RIF, FRC, RTC~~ ~~• Director and Chief Investment Officer, RIMCo and RFD~~ ~~• 1999 to 2003, Chief Financial Officer, FRC, RIC and RIF~~
~~Gregory J. Lyons,~~ ~~Born August 24, 1960~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~Secretary since 2007~~	~~Until successor is~~ ~~chosen and~~ ~~qualified by~~ ~~Trustees~~	~~• Associate General Counsel and Assistant Secretary, FRC and~~ ~~RIA~~ ~~• Director and Secretary, RIMCo and RFD~~ ~~• Secretary and Chief Legal Counsel, RIC and RIF~~

~~Remuneration~~generally overseeing management of the ~~Trustees~~business and ~~Officers~~

affairs of the Trusts and does not manage operations on a day-to-day basis. The officers of each Trust, ~~pays fees~~all of whom are employed by and are officers of RIMCo or its affiliates, are responsible for the day-to-day management and administration of the Funds’ operations. The Board carries out its general oversight responsibilities in respect of the Funds’ operations by, among other things, meeting with the Trusts’ management at the Board’s regularly scheduled meetings and as otherwise needed and, with the assistance of the Trusts’ management, monitoring or evaluating the performance of the Funds’ service providers, including RIMCo, the Funds’ custodian and the Funds’ respective transfer agents. As part of this oversight process, the Board consults not only with management and RIMCo, but with the Trusts’ independent auditors, Fund counsel and separate counsel to the Independent Trustees. ~~Compensation~~The Board monitors Fund performance as well as the quality of ~~officers~~services provided to the Funds. As part of its monitoring efforts, the Board reviews Fund fees and ~~Trustees~~expenses in light of the nature, scope and overall quality of services provided to the Funds. The Board is required under the 1940 Act to review and approve the Funds’ contracts with RIMCo and the money managers.

Each Board has a standing Audit Committee that is composed of Mr. Jack R. Thompson and Mses. Kristianne Blake and Cheryl Burgermeister. Each Audit Committee operates under a formal written charter approved by its respective Board, which sets forth the Audit Committees’ current responsibilities. A copy of each charter is not available on the Trusts’ respective websites, but can be found attached to this Joint Proxy Statement under Exhibit A. The Audit Committee’s primary functions are: (1) to assist Board oversight of (a) the integrity of the Funds’ financial statements, (b) the Trusts’ compliance with legal and regulatory requirements that relate to financial reporting, as appropriate, (c) the independent registered public accounting firm’s qualifications and independence, and (d) the performance of the Trusts’ independent registered public accounting firm; (2) to oversee the preparation of an Audit Committee report as required by the SEC to be included in each Trust’s Form N-CSR or any proxy statement, as applicable; (3) to oversee the Trusts’ accounting and financial reporting policies and practices and its internal controls; and (4) to act as a liaison between the Trusts’ independent registered public accounting firm and the full Board. The Audit Committee reviews both the audit and non-audit work of the Trusts’ independent registered public accounting firm, submits a recommendation to the Board as to the selection of the independent registered public accounting firm, and pre-approves (i) all audit and non-audit services to be rendered by the independent registered public accounting firm for the Trusts, (ii) all audit services provided to RIMCo, or any affiliate thereof that provides ongoing services to the Trusts, relating to the operations and financial reporting of the Trusts, and (iii) all non-audit services relating to the operations and financial reporting of the Trusts, provided to RIMCo, or any affiliate thereof that provides ongoing services to the Trusts, by any auditors with an ongoing relationship with the Trusts. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the auditor’s responsibility to plan and carry out a proper audit.

Each Board has a standing Nominating and Governance Committee that is composed of Messrs. Thaddas L. Alston and Raymond P. Tennison, Jr. and Ms. Kristianne Blake, all of whom are independent. Each Nominating and Governance Committee operates under a formal written charter approved by its respective Board, which sets forth the Nominating and Governance Committees’ current responsibilities. A copy of each charter is not available on the Trusts’ respective websites, but can be found attached to this Joint Proxy Statement under Exhibit C. The primary functions of the Nominating and Governance Committee are to: (1) nominate and evaluate individuals for Trustee membership on the Board, including individuals who are ~~“interested persons”~~not interested persons of the ~~Trust~~Trusts for Independent Trustee membership; (2) supervise an annual assessment by the Trustees taking into account such factors as the Committee may deem appropriate; (3) review the composition of the Board; (4) review Independent Trustee compensation; and (5) make nominations for membership on all Board committees and review the responsibilities of each committee. In identifying and evaluating nominees, the Nominating and Governance Committee considers factors it deems relevant which include: whether or not the person is ~~paid~~an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve on the Board;

whether or not the person has any relationship that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser of the Funds, Fund service providers or their affiliates; whether or not the person serves on boards of, or is otherwise affiliated with, competing organizations or funds; and the character and integrity of the person and the contribution which the person can make to the Board. The Nominating and Governance Committee does not have a formal diversity policy but it may consider diversity of professional experience, education and skills when evaluating potential nominees. The Committee will not consider nominees recommended by ~~RIMCo or~~Shareholders of the Funds.

Each Board also has a standing Investment Committee that is composed of Messrs. Thaddas L. Alston, Daniel P. Connealy and Raymond P. Tennison, Jr. and Mses. Katherine W. Krysty and Sandra Cavanaugh. Each Investment Committee operates under a written charter approved by its ~~affiliates.~~respective Board. The ~~Trust’s officers~~principal responsibilities of the Investment Committee are ~~appointed~~to: (1) regularly review and monitor the investment strategies and investment performance of the Funds; (2) review the kind, scope, and format of, and the time periods covered by, the investment performance data and related reports provided to the Board; (3) review the investment performance benchmarks and peer groups used in reports delivered to the Board; (4) review such matters that are related to the investments, investment strategies and investment performance of the Funds as would be considered by the Board as the Committee may deem to be necessary or appropriate; and ~~hold office until they resign, are removed~~(5) meet with any officer of the Trusts, or ~~are otherwise disqualified~~officer or other representative of RIMCo, any subadviser to ~~serve.~~ a fund or other service provider to the Trusts.

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

The Board has determined that its leadership structure, including its role in risk oversight, is appropriate given the characteristics and circumstances of the Funds, including such factors as the number of Funds, the Funds’ share classes, the Funds’ distribution arrangements and the Funds’ manager of managers structure. In addition, the Board believes that its leadership structure facilitates the independent and orderly exercise of its oversight responsibilities.

The Board typically meets at least five times a year to review the operations of the Trusts and the Funds. During each Trust’s last fiscal year, ~~ended October 31, 2006.~~the Board met [7] times. Generally, all meetings are held in person. The ~~Russell Fund complex consists~~Audit Committee generally meets quarterly. During RIC’s last fiscal year, the Audit, Nominating and Governance and Investment Committees each met [4] times. During RIF’s last fiscal year, the Audit and Investment Committees each met 4 times and the Nominating and Governance Committee met [5] times. During RET’s last fiscal year, the Audit, Nominating and Governance and Investment Committees each met [4] times.

Are the Trustees and Officers of the ~~Trust and RIF.~~Trusts Paid for Their Services to the Trusts?

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

The following table ~~below~~ sets forth the ~~dollar range of the value of the shares of~~compensation that was paid to each ~~Fund, and the dollar range of the aggregate value of the shares of all funds in the Russell Fund Complex, owned directly or beneficially~~Trustee by the ~~Trustees, including~~Trusts for the ~~Nominees, as of March~~calendar year ending December 31, ~~2007. The Russell Fund Complex consists of the Trust and RIF.~~

As of December 31, 2013, the Trustee Nominees owned the following with respect to all funds in the Russell family of investment companies: [TO BE COMPLETED UPON AMENDMENT]

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

For purposes of Proposal 2, references to the words “Fund” or “Funds” apply only to the following RIC Funds:

Russell U.S. Defensive Equity Fund, Russell Investment Grade Bond Fund and Russell International Developed

As described in the following proposal, the Board also recommends that the shareholders of the Funds approve the reclassification of the investment objective of each of the Funds from “fundamental” to “non-fundamental.” A fund is required under the Investment Company Act of 1940 (the “1940 Act”) to disclose its investment objective in its registration statement. The investment objective is the overall goal of a fund, and determines the fund’s overall principal investment strategies, including particular types of securities in which the fund principally invests or will invest. The 1940 Act does not require shareholder approval to change a fund’s investment objective, unless the fund has designated the investment objective as an investment policy that may be changed only with shareholder approval. The investment objective for each Fund is a “fundamental” investment policy, meaning that it may not be changed without Shareholder approval. Because the Funds’ investment objectives are not required to be fundamental, RIMCo has proposed to the Board that the investment objective for each Fund be reclassified from “fundamental” to “non-fundamental.”

If the Shareholders of a Fund approve the Proposed Reclassification, the Board thereafter would be permitted to change the investment objective for such Fund, if the Board deems the change to be in the best interests of Shareholders. However, if these Funds’ investment objectives remain fundamental and the Board determined that it was in the best interests of Shareholders to change an investment objective, each such Fund would be required to hold a Shareholder meeting at which such change would be voted upon, and to prepare and send a proxy statement to Shareholders seeking their instructions as to how to vote shares at such meeting. Obtaining Shareholder approval to change the Funds’ investment objectives is likely to involve significant delays and costs. The Proposed Reclassifications would provide additional flexibility to conduct the investment program of each Fund in response to changing market conditions and circumstances consistent with applicable laws. RIMCo believes that the Proposed Reclassifications will assist the Funds to avoid the expense and delay associated with arranging for such a Shareholder meeting when the desire or need arises in the future. If approved, the Proposed Reclassifications would continue to satisfy current regulatory requirements.

As the Board, through its Investment Committee, reviews and monitors the investment strategies and investment performance of all RIC, RIF and RET Funds, including the Proposal 2 Funds, the Trustees would be in a position to change the investment objective of any such Fund in circumstances when a change, in the Board’s judgment, would

be in the best interests of the Fund’s shareholders. The Board may determine to change the investment objective of a Fund if, for instance, based on developments in the securities markets, the Board believes that a modified investment objective would better serve Shareholders’ interests. Such a determination could result from changes in the securities markets generally or from changes with respect to a Fund specifically. If the Board did decide to make such a change in any non-fundamental investment objective, the Fund would provide Shareholders with reasonable notice before the effective date of such change. If Proposal 2 is approved, the current investment objectives of the Funds would not change. It is expected that each Fund will continue to be managed in accordance with its current prospectus and statement of additional information (other than the reclassification of each Fund’s investment objective from fundamental to non-fundamental), as well as any policies or guidelines that may have been established by the Board or RIMCo. Accordingly, RIMCo does not anticipate that the changes will result in a material change in the level of investment risk associated with investment in any Fund or the manner in which any Fund is managed at the present time.

If Shareholders do not approve a Proposed Reclassification with respect to one or more Proposal 2 Funds, each such Proposal 2 Fund’s investment objective would remain “fundamental.” Accordingly, if, at a future date, the Board determined that it was in the best interests of Shareholders to change such Proposal 2 Fund’s investment objective, the Proposal 2 Fund would be required to (i) hold a Shareholder meeting at which such change would be voted upon, and (ii) prepare and send a proxy statement to Shareholders seeking their instructions as to how to vote shares at such meeting. Obtaining Shareholder approval to change a Proposal 2 Fund’s investment objective is likely to involve significant delays and costs.

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

Shareholders of each Fund are not being asked to approve a change of the Fund’s investment objective. Accordingly, the investment objective of each Fund currently in effect would not change at the Special Meeting if Shareholders vote to approve Proposal 2 with respect to any or all Funds.

The Board unanimously recommends that you vote “FOR” the adoption of the Proposed Reclassifications.

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


Name, Address, and Date of Birth		~~None~~Position(s) Held with the Fund	Term of Office*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen By Trustee*	Other Directorships held by Trustee
~~INDEPENDENT TRUSTEES~~ Independent Trustees
Thaddas L. Alston**Alston Born April 7, 1945 1301 Second Avenue, 18th Floor Seattle, WA 98101		~~None~~Trustee (RIC and RIF since 2006)(RET since 2012) Chairman of the Investment Committee (RIC and RIF since 2010)(RET since 2012)	Appointed until successor is chosen and qualified by Trustees Appointed until successor is duly elected and qualified	Senior Vice President, Larco Investments, Ltd. (real estate firm)	47	None
	~~None~~
Kristianne Blake Born January 22, 1954 1301 Second Avenue, 18th Floor Seattle, WA 98101		~~Equity Q Fund~~Trustee (RIC and RIF since 2000)(RET since 2012) Chairman (RIC and RIF since 2005)(RET since 2012)	Appointed until successor is duly elected and qualified Annual	Director and Chairman of the Audit Committee, Avista Corp. (electric utilities); Regent, University of Washington; President, Kristianne Gates Blake, P.S. (accounting services); Until December 31, 2013, Trustee and Chairman of the Operations Committee, Principal Investor Funds and Principal Variable Contracts Funds (investment company)	47	Director, Avista Corp (electric utilities); Until December 31, 2013, Trustee, Principal Investor Funds (investment company); Until December 31, 2013, Trustee, Principal Variable Contracts Funds (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 ~~Value~~Sector SPDR Funds (investment company); Trustee and Finance Committee Member/Chairman, Portland Community College (charitable organization)	47	Trustee and Chairperson of Audit Committee, Select Sector SPDR Funds (investment company); Trustee, ALPS Series Trust (investment company)


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 February 2013, President Emerita of Laird Norton Wealth Management (investment company); April 2003 through December 2010, Chief Executive Officer of Laird Norton Wealth Management (investment company)	47	None

Raymond P. Tennison, Jr. Born December 21, 1955 1301 Second Avenue, 18th Floor Seattle, WA 98101	Trustee (RIC and RIF since 2010)(RET since 2012) Chairman of Nominating and Governance Committee (RIC and RIF since 2010)(RET since 2012)	Appointed until successor is duly elected and qualified Appointed until successor is duly elected and qualified	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	47	None

Jack R. Thompson Born March 21, 1949 1301 Second Avenue, 18th Floor Seattle, WA 98101	Trustee (RIC and RIF since 2005)(RET since 2012) Chairman of 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 products company); September 2003 to September 2009, Independent Board Chair and Chairman of the Audit Committee, Sparx Asia Funds (investment company)	47	Director, Board Chairman and Chairman of the Audit Committee, LifeVantage Corporation until September 2010 (health products company); Director, Sparx Asia Funds until 2009 (investment company)


Name, Address, and Date of Birth	Position(s) Held with the Fund	~~Over $100,00~~ ~~Over $100,000~~	~~Over $100,000~~Term of
~~Daniel P. Connealy~~Office*	~~Equity I~~Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund ~~Select Growth Fund~~Complex ~~Select Value Fund~~Overseen ~~International Fund~~By ~~Emerging Markets Fund~~Trustee*	Other Directorships ~~Fixed Income III~~ held by Trustee
Trustee Emeritus
George F. Russell, Jr. Born July 3, 1932 1301 Second Avenue, 18th Floor Seattle, WA 98101	Trustee Emeritus and Chairman Emeritus (RIC and RIF 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)	47	None

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

~~Board Meetings, Committees,~~Investment Management Services. RIMCo provides or oversees the provision of all investment advisory and ~~Other Related Matters~~portfolio management services for the Funds, including developing the investment program for the Funds.

The Funds each pay an advisory fee (with respect to RIC and RIF) and a management fee (with respect to RET) directly to RIMCo, billed monthly on a pro rata basis and calculated as a specified percentage of the average daily net assets of each Fund (the “Management Fee”). (See the Prospectus for the Funds’ annual management percentage rates).

RIMCo is a wholly-owned subsidiary of Frank Russell Company (“FRC”), a subsidiary of Northwestern Mutual. RIMCo’s mailing address is 1301 Second Avenue, 18th Floor, Seattle, WA 98101.

With respect to the RIC and RIF Funds, pursuant to separate Advisory Agreements with each of RIC and RIF, RIMCo provides or oversees the provision of all investment advisory and portfolio management services for the Funds, including developing the investment program for each Fund. Except for the Russell Strategic Call Overwriting Fund, RIMCo selects, subject to the approval of the Board, money managers for the Funds, allocates most Fund assets among those multiple money managers, oversees them and evaluates their performance results. These Funds’ money managers select the individual portfolio securities for the assets assigned to them. Money managers are unaffiliated with RIMCo. RIMCo manages the portion of ~~Trustees is responsible~~each Fund’s assets that RIMCo determines not to allocate to the money managers. Assets not allocated to money managers include a Fund’s liquidity reserves and assets which may be managed directly by RIMCo to modify the Fund’s overall portfolio characteristics to seek to achieve the desired risk/return profile for ~~overseeing generally~~the Fund. RIMCo may also manage portions of a Fund during transitions between money managers.

With respect to RET, pursuant to a Supervision and Management Agreement, RIMCo oversees the operation of the Fund, arranges for the distribution, transfer agency, administration, custody and all other services necessary for the Fund to operate, and exercises day-to-day oversight over the Fund’s service providers. These services are paid for from the Management Fee RIMCo receives from the Fund. Pursuant to the Supervision and Management Agreement and subject to the general supervision of the RET Board, RIMCo provides or causes to be furnished all supervisory, management and other services reasonably necessary for the operation of the Fund, including audit, portfolio accounting, legal, transfer agency, printing costs and certain distribution services under which is essentially an all-in fee structure.

The RET Fund bears other expenses which are not covered under the Management Fee that may vary and will affect the total level of expenses paid by the Fund, such as taxes and governmental fees, brokerage fees, commissions and other transaction expenses, and costs of borrowing money, including interest expenses and extraordinary expenses (such as litigation and indemnification expenses).

On October 17, 2013, Fred McClure filed a derivative lawsuit against RIMCo on behalf of ten 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, ~~including reviewing~~none of these ten Funds are themselves a party to the suit. The plaintiffs seek recovery of the amount of compensation or payments received from these ten Funds and ~~approving~~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 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’ ~~contracts with RIMCo,~~business and to supervise the provision of services by certain third parties such as the custodian.

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

With respect to RET, State Street serves as the transfer and dividend disbursing agent. As transfer and dividend disbursing agent, State Street is responsible for among other matters, receiving and processing orders for the purchase and redemptions of Creation Units. The principal business address for State Street Bank and Trust Company is: 200 Clarendon Street, 16th Floor, Boston, Massachusetts 02116.

Custodian and Portfolio Accountant. State Street serves as the custodian for the Trusts. As custodian, State Street is responsible for the safekeeping of the Funds’ ~~Adviser,~~assets and the ~~Money Managers. Generally,~~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. With respect to RIC and RIF, the mailing address for State Street Bank and Trust Company is 1200 Crown Colony Drive, Crown Colony Office Park, CC1-5^th Floor North, Quincy, MA 02169. With respect to RET, the mailing address for State Street Bank and Trust Company is 2 Avenue de Lafayette, LCC 2S, Boston, Massachusetts 02111.

Distributor. With respect to RIC and RIF, Russell Financial Services, Inc. (“RFS”) is the principal underwriter and Distributor of shares. Its principal address is 1301 Second Avenue, 18^th Floor, Seattle, WA 98101. With respect to RET, ALPS Distributors, Inc. (“ALPS”) is the principal underwriter and Distributor of shares. Its principal address is 1290 Broadway, Suite 1100, Denver, CO 80203. RFS (with respect to RIC and RIF) and ALPS (with respect to RET) have each entered into a ~~Trustee~~distribution agreement (each, a “Distribution Agreement” and collectively, the “Distribution Agreements”) with the Trusts pursuant to which RFS or ALPS distributes shares of the respective RIC, RIF or RET Funds. The Distribution Agreements will continue for two years from their effective date and are renewable annually thereafter. The Distribution Agreements provide that they may be ~~removed~~terminated at any time, ~~by a vote of two-thirds of~~without the Trust’s Shares. A vacancy in the Board is filled by a vote of a majority of the remaining Trustees so long as after filling such vacancy, two-thirds of the Trustees have been elected by shareholders.

~~There are six Trustees Emeritus. Trustees Emeritus do not have the power to vote on matters coming before the Board, or to direct the vote~~payment of any ~~Trustee, and generally are not responsible or accountable in any way for the performance of the Board’s responsibilities.~~

The officers, all of whom are employed by and are officers of RIMCo or its affiliates, are responsible for the day-to-day management and administration of the Funds’ operations. The Board met seven times during the year ended December 31, 2006. The Board does not have a policy with regard to Trustee attendance at special meetings of the Shareholders. Each Trustee attended or participated telephonically in at least 75% of all Board and applicable committee meetings.

The Board does not provide a process for Shareholders to send communications to the Board. To date, the Board has not considered providing a process for Shareholders to send communications to the Board.

~~The Board of Trustees has established a standing Audit Committee, a standing Nominating and Governance Committee and a standing Investment Committee.~~

The Trust’s Board of Trustees has adopted and approved a formal written charter for the Audit Committee, which sets forth the Audit Committee’s current responsibilities. The Audit Committee’s primary functions are: (1) oversight of the Funds’ accounting and financial reporting policies and practices and their internal controls, and, as appropriate, the internal controls of certain service providers; (2) oversight of the quality and objectivity of the Funds’ financial statements and the independent audit thereof; and (3) to act as liaison between the Funds’ Independent Registered Public Accounting Firm and the full Board. The Audit Committee reviews the maintenance of the Funds’ records and the safekeeping arrangements of the Trust’s custodian, reviews both the audit and non-audit work of the Trust’s Independent Registered Public Accounting Firm, submits a recommendation to the Boardpenalty as to the ~~selection of Independent Registered Public Accounting Firm, and pre-approves~~Funds: (i) ~~all audit and non-audit services to be rendered by the Independent Registered Public Accounting Firm for the Trust, (ii) all audit~~

services provided to RIMCo, or any affiliate thereof that provides ongoing services to the Trust, relating to the operations and financial reporting of the Trust, and (iii) all non-audit services relating to the operations and financial reporting of the Trust, provided to RIMCo, or any affiliate thereof that provides ongoing services to the Trust, by any auditors with an ongoing relationship with the Trust. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the auditor’s responsibility to plan and carry out a proper audit. Currently, the Audit Committee members consist of Messrs. Raymond P. Tennison, Jr., Daniel P. Connealy and Jonathan Fine, each of whom is an Independent Trustee. For the fiscal year ending October 31, 2006, the Audit Committee held four meetings.

The Trust’s Board of Trustees has adopted and approved a formal written charter for the Nominating and Governance Committee, which sets forth the Nominating and Governance Committee’s current responsibilities. A copy of the charter is not available on the Trust’s website, but can be found attached to this Proxy Statement under Appendix A. The primary functions of the Nominating and Governance Committee are to: (1) nominate and evaluate individuals for Trustee membership on the Board, including individuals who are not interested persons of the Trust for Independent Trustee membership; (2) supervise an annual assessment by the Trustees taking into account such factors as the Committee may deem appropriate; (3) review the composition of the Board; (4) review Trustee compensation; and (5) make nominations for membership on all Board committees and review the responsibilities of each committee. The Committee will not consider nominees recommended by Shareholders of the Funds. Currently, the Nominating and Governance Committee members consist of Messr. Raymond P. Tennison and Mses. Julie W. Weston and Kristianne Blake, each of whom is an Independent Trustee. For the fiscal year ending October 31, 2006, the Nominating and Governance Committee held two meetings.

~~In evaluating all candidates for membership on the Board, the Nominating and Governance Committee, according to its charter, should consider, among other factors that it may deem relevant:~~

~~whether or not the person is willing and able to commit the time necessary for the performance of the duties of a Trustee;~~

~~whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee;~~

the contribution which the person may be expected to make to the Board and the Trust, with consideration being given to the person’s business and professional experience, board experience, education and such other factors as the Nominating and Governance Committee, in its sole judgment, may consider relevant; and

~~In evaluating Independent Trustee candidates, the Nominating and Governance Committee, according to its charter, should also consider, among other factors that it may deem relevant:~~

~~whether or not the person is an “interested person” as defined in the 1940 Act;~~

whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Trust management, RIMCo, any money manager or any other principal Trust service providers or their affiliates;

~~whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; and~~

~~whether or not the selection and nomination of the person would be consistent with the requirements of the Trust’s retirement policies.~~

~~The Trust’s Board of Trustees has adopted and approved a formal written charter for the Investment Committee, which sets forth the Investment Committee’s current responsibilities. The~~

Investment Committee: (1) shall regularly review and monitor the investment strategies and investment performance of the Funds; (2) shall review the kind, scope, and format of, and the time periods covered by, the investment performance data and related reports provided to the Board; (3) may review the investment performance benchmarks and peer groups used in reports delivered to the Board; (4) may review such matters that are related to the investment strategies and investment performance of the Trust’s funds as would be considered by the Board as the Committee may deem to be necessary or appropriate; and (5) may meet with any officer of the Trusts, or officer or other representative of RIMCo, any subadviser to a fund or other service provider to the Trusts. Currently, the Investment Committee members consist of Mses. Julie W. Weston and Kristianne Blake and Messrs. Thaddas L. Alston and Jack R. Thompson, each of whom is an Independent Trustee. For the fiscal year ending October 31, 2006, the Investment Committee held three meetings.

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

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

~~This proposal will be voted on by Shareholders of all Funds separately, except that Shareholders of the Global Equity Fund will not vote.~~

After careful consideration, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to allow any Fund to be liquidated or terminated without the specific approval of the Shareholders of such Fund. To effect this change, the Board of Trustees has unanimously approved and recommends for approval by Shareholders an amendment to the Trust’s Amended and Restated Master Trust Agreement (“Master Trust Agreement”) providing an exception from the provision that gives Shareholders of certain Funds the right to vote on any potential liquidation or termination of those Funds. The amendment also clarifies and simplifies the liquidation and termination provision of the Master Trust Agreement.

The current liquidation provision of the Master Trust Agreement allows for Funds established on or after August 23, 2005 to be liquidated or terminated without Shareholder approval. Funds established before August 23, 2005 must receive Shareholder approval before a liquidation or termination can occur. The Board of Trustees believes that standardizing the liquidation provision for all Funds of the Trust may enhance efficiency in administering the various Funds. The revised liquidation provision would also give the Board of Trustees added flexibility to make decisions they feel are in the Shareholders’ best interests when considering a Fund liquidation or termination, without causing a Fund to incur the time and expense of soliciting Shareholder approval where, in the Board’s judgment this is in the best interest of Shareholders.

Although the Board of Trustees unanimously agrees that this amendment to the Master Trust Agreement is in the best interests of the Trust’s Shareholders, the amendment would remove the right of Shareholders of a Fund to vote on proposed liquidations or terminations of that Fund. Therefore, this amendment to the Master Trust Agreement must be approved by the Shareholders of those Funds. The amendment will not alter in any way the Board of Trustees’ existing fiduciary obligations to act with due care and in the Shareholders’ interests. Before using any new flexibility that the proposed amendment may afford, the Board of Trustees must first consider the Shareholders’ interests and then act in accordance with such interests. Notwithstanding the above, if the proposed amendment is approved, the Board of Trustees maintains the right, in its sole discretion, to seek Shareholder approval of a proposed termination of a Fund.

Section 4.2(d) of the Master Trust Agreement, attached hereto as Appendix E, addresses liquidations and terminations of Funds. If approved, Section 4.2(d) will be restated in its entirety as follows:

~~Termination. (1) The Trustees may, without the requirement of Shareholder approval,~~ by vote of a majority of the Independent Trustees or written instrument executed by a majority of their number then in office, terminate any Sub-Trust of the Trust, or any Class of any Sub-Trust, at any time by written notice to the Shareholders of that Sub-Trust or Class. Upon the termination of the Trust or any Sub-Trust of the Trust:

~~(i) The Trust or Sub-Trust of the Trust shall carry on no business except for the purpose of winding up its affairs;~~

(ii) The Trustees shall proceed to wind up the affairs of the Trust or Sub-Trust of the Trust and all the powers of the Trustees under this Agreement shall continue until the affairs of the Trust or Sub-Trust of the Trust shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or Sub-Trust of the Trust, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining assets or assets of the Sub-Trust to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and to do all other acts appropriate to liquidate its business; and

(iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining assets of the Trust or assets of the Sub-Trust, in cash or in kind or partly in cash and partly in kind, among the Shareholders of the Trust or the Sub-Trust according to their respective rights. The assets so distributable to the Shareholders of any particular Sub-Trust shall be distributed among such Shareholders in proportion to the number of Shares of that Sub-Trust held by them and recorded on the books of the Trust, adjusted for such distinctions between Shares of Classes of a Sub-Trust as the Trustees, in their discretion, deem just and equitable.

~~The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the termination of any Class of any Sub-Trust.~~

(2) After termination of the Trust or Sub-Trust or Class and distribution to the Shareholders of the Trust or Sub-Trust or Class as herein provided, the Trustees shall thereupon be discharged from all further liabilities and duties hereunder with respect to the Trust or Sub-Trust or Class, and the rights and interests of all Shareholders of the Trust or Sub-Trust or Class shall thereupon cease.

(3) Notwithstanding the above provisions of Section 4.2(d), the termination of the following Sub-Trusts may not be authorized without the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust:

~~[to be completed following the Shareholder Meeting]~~

The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of the changes to the liquidation provision of the Master Trust Agreement set forth above for each Fund. A Shareholder may vote for or against the proposal for each Fund. If an executed proxy card is received without voting instructions, the shares will be voted to approve the proposal for each Fund.

Pursuant to the Master Trust Agreement, the Shareholders of each Fund will vote separately on the proposal. The Master Trust Agreement requires that in order for the proposal to be effective with respect to a Fund, the proposal must be approved by the vote of Shareholders of the Fund holding a majority of the shares of the Fund present at a meeting of Shareholders at which a quorum is present. Approval of the proposal by Shareholders of any one Fund is not contingent on the approval of the proposal by Shareholders of any other Fund. To the extent that the proposal is not approved by Shareholders of a Fund, then the termination of that Fund will continue to require approval by Shareholders of that Fund.

~~This proposal will be voted on by Shareholders of all Funds separately, except that Shareholders of the~~

~~following Funds will not vote: the Global Equity Fund, 2010 Strategy Fund, 2020 Strategy Fund, 2030~~

After careful consideration, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to allow the reorganization of any Fund without the specific approval of the Shareholders of such Fund. To effect this change, the Board of Trustees has unanimously approved and recommends for approval by Shareholders an amendment to the Trust’s Amended and Restated Master Trust Agreement (“Master Trust Agreement”) providing an exception from the provision that gives Shareholders of certain Funds the right to vote on any potential reorganization of those Funds. The amendment also clarifies and simplifies the reorganization provision of the Master Trust Agreement.

The current reorganization provision of the Master Trust Agreement allows for Funds established on or after August 24, 2004 to be reorganized without Shareholder approval. Funds established before August 24, 2004 must receive Shareholder approval before a reorganization can occur. The Board of Trustees believes that standardizing the reorganization provision for all Funds of the Trust may enhance efficiency in administering the various Funds. The revised reorganization provision would also give the Board of Trustees added flexibility to make decisions they feel are in the Shareholders’ best interests when considering a Fund reorganization, without causing a Fund to incur the time and expense of soliciting Shareholder approval where, in the Board’s judgment this is in the best interest of Shareholders.

Although the Board of Trustees unanimously agrees that this amendment to the Master Trust Agreement is in the best interests of the Trust’s Shareholders, the amendment would remove the right of Shareholders of a Fund to vote on proposed reorganizations of that Fund. Therefore, this amendment to the Master Trust Agreement must be approved by the Shareholders of those Funds. The amendment will not alter in any way the Board of Trustees’ existing fiduciary obligations to act with due care and in the Shareholders’ interests. Before using any new flexibility that the proposed amendment may afford, the Board of Trustees must first consider the Shareholders’ interests and then act in accordance with such interests. Notwithstanding the above, if the proposed amendment is approved, the Board of Trustees maintains the right, in its sole discretion, to seek Shareholder approval of a potential reorganization of a Fund.

~~Section 7.2 of the Master Trust Agreement, attached hereto as Appendix F, addresses reorganizations of Funds. If approved, Section 7.2 will be restated in its entirety as follows:~~

~~Reorganization~~. The Trustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of each Sub-Trust voting separately by Sub-Trust, sell, convey, merge and transfer the assets of the Trust (any such transaction is referred to in this Section 7.2 as a “transfer”), to another trust, partnership, association or corporation organized under the laws of any state of the United States, in exchange for cash, shares or other securities with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to the Trust, or (2) not being made subject to, or not with the assumption of such liabilities.

~~Notwithstanding the above paragraph, the Trustees may, without the requirement of Shareholder approval, at any time~~ by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office, transfer the assets belonging to any one or more Sub-Trusts, to another trust, partnership, association or corporation organized under the laws of any state of the United States, or to the Trust to be held as assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares or other securities (including, in the case of a transfer to another Sub-Trust of the Trust, Shares of such other Sub-Trust) with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to each Sub-Trust the assets of which are so transferred, or (2) not being made subject to, or not with the assumption of such liabilities. Following such transfer, the Trustees shall distribute such cash, shares or other securities (giving due effect to the assets and liabilities belonging to and any other differences among the various Sub-Trusts the assets belonging to which have so been transferred) among the Shareholders of the Sub-Trust the assets belonging to which have been so transferred; and if all of the assets of the Sub-Trust have been so transferred, the Sub-Trust shall be terminated.

The Trustees may, subject to the affirmative vote of a majority of the outstanding voting Shares, as defined in the 1940 Act, of each Sub-Trust voting separately by Sub-Trust, (1) consolidate the Trust, either as successor, survivor or non-survivor, with one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any one of the constituent entities is organized, or (2) merge the Trust, either as successor, survivor or non-survivor, into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, in connection therewith.

The Trustees may, without the requirement of Shareholder approval, at any time by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office, (1) consolidate any one or more Sub-Trusts, either as successor, survivor or non-survivor, with one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any one of the constituent entities is organized, or (2) merge any one or more Sub-Trusts, either as successor, survivor or non-survivor, into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by one or more Sub-Trusts, as the case may be, in connection therewith. The terms “merge” or “merger” as used herein shall also include the purchase or acquisition of any assets of any other trust, partnership, association or corporation which is an investment company organized under the laws of the Commonwealth of Massachusetts or any other state of the United States. The Trustees shall provide notice to affected Shareholders of a reorganization effected under this Section 7.2.

~~The foregoing provisions shall also apply, with appropriate modifications as determined by the Trustees, to the transfer, consolidation or merger of any Class of any Sub-Trust.~~

Notwithstanding the above provisions of Section 7.2, any transaction effected pursuant to this Section 7.2 with respect to any one of the following Sub-Trusts may not be authorized without the affirmative vote of the holders of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust:

~~[to be completed following the Shareholder meeting]~~

The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of the changes to the reorganization provision of the Master Trust Agreement set forth above for each Fund. A Shareholder may vote for or against the proposal for each Fund. If an executed proxy card is received without voting instructions, the shares will be voted to approve the proposal for each Fund.

Pursuant to the Master Trust Agreement, the Shareholders of each Fund will vote separately on the proposal. The Master Trust Agreement requires that in order for the proposal to be effective with respect to a Fund, the proposal must be approved by the vote of Shareholders of the Fund holding a majority of the shares of the Fund present at a meeting of Shareholders at which a quorum is present. Approval of the proposal by Shareholders of any one Fund is not contingent on the approval of the proposal by Shareholders of any other Fund. To the extent that the proposal is not approved by Shareholders of a Fund, then the reorganization of that Fund will continue to require approval by Shareholders of that Fund.

~~This proposal will be voted on by Shareholders of Real Estate Securities Fund only.~~

After careful consideration, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to change the status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company.” To effect this change, the Board of Trustees has unanimously approved and recommends for approval by Shareholders a change in the status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company.”

The Fund is presently a “diversified company” under the 1940 Act. This means that as to 75% of its assets, no individual security can represent more than 5% of the Fund’s total assets, and the Fund cannot own more than 10% of any one issuer’s outstanding voting securities. These restrictions do not apply to securities issued by the U.S. Government or any of its agencies or instrumentalities. The Fund’s diversification policy is a fundamental policy that can be changed only by a shareholder vote.

The Fund’s Board of Trustees approved a proposal from RIMCo to change the Fund’s status from a “diversified company” to a “non-diversified company,” subject to shareholder approval. If shareholders approve the proposed change in status, the Fund would become a “non-diversified company” under the 1940 Act. The change would enable the Fund to invest in the securities of a single issuer without limit under the 1940 Act.

Recently, consolidation in the Real Estate Investment Trust (“REIT”) industry has created a number of very large companies that are included in the FTSE NAREIT Equity REITs Index, the Fund’s benchmark index. As a diversified fund, the Fund is limited in its ability to take overweight positions in principal benchmark constituents. The proposed change to non-diversified status is intended to provide the Fund with more investment flexibility to respond to consolidation in the REIT industry and take larger positions in one or more issuers in the REIT industry. As a non-diversified company, however, the Fund would continue to operate in a manner so that it will qualify as a “regulated investment company” under the Internal Revenue Code (although it reserves the right not to qualify). If it qualifies, the Fund generally does not have to pay federal income taxes if more than 90% of its earnings are distributed to shareholders. To qualify, the Fund must meet a number of conditions, including a diversification requirement, at the close of each quarter of the taxable year. To satisfy the diversification requirement, at the end of each taxable year quarter, first, not more than 25% of the market value of the Fund’s total assets may be invested in (i) the securities (other than Government securities and securities of other regulated investment companies) of a single issuer, (ii) the securities (other than the securities of other regulated investment companies) of two or more issuers that are engaged in the same or related trades or businesses and are controlled by the Fund, or (iii) the securities of one or more qualified publicly-traded partnerships (i.e., publicly-traded partnerships other than those that derive at least 90% of their annual gross income from certain passive sources). Second, at least 50% of the market value of its total assets must be represented by cash and cash items (including receivables), Government securities and securities of other regulated investment companies, and other securities, with such other securities being limited such that (1) no more than 5% of the market value of the Fund’s total assets may be invested in the securities of a single issuer, and (2) the Fund must not own more than 10% of the outstanding voting securities of a single issuer.

As a non-diversified fund, the Fund may be subject to additional risk. To the extent the Fund invests a higher percentage of its assets in the securities of a single issuer or a group of issuers, the Fund’s performance will be more vulnerable to changes in the market value of the single issuer or group of issuers, and more susceptible to risks associated with a single economic, political or regulatory occurrence, than it would be had the Fund continued to operate as a diversified fund.

The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of a change in status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company”. A Shareholder may vote for or against the Proposal. If an executed proxy card is received without voting instructions, the shares will be voted to approve the Proposal.

~~The favorable vote of the holders of a “majority”~~ (as defined in the 1940 Act) of the outstanding ~~shares~~voting securities of the ~~fund is required for~~Funds, on at least 60 days written notice to either RFS or ALPS, as applicable. RFS or ALPS may terminate their respective Distribution Agreement upon 60 days’ notice, and each Distribution Agreement will terminate automatically in the ~~approval of the fund becoming non-diversified. Under~~

~~the 1940 Act, the vote of the holders of a “majority” of the outstanding shares of the fund means the vote of the holders of the lesser of (a) 67% or more~~event of its ~~shares present at the special meeting or represented by proxy if the holders of 50% or more of its shares are so present or represented; or (b) more than 50% of its outstanding shares.~~

~~This proposal will be voted on by Shareholders of US Government Money Market Fund only.~~

At its meeting held on May 22, 2007, the Trust’s Board, upon the recommendation of RIMCo, determined that it would be in the best interests of the US Government Money Market Fund (for purposes of this Proposal 5, the “Fund”) and its shareholders if the Fund were liquidated and dissolved in accordance with the Trust’s Amended and Restated Master Trust Agreement and Massachusetts law. Accordingly, the Board approved the termination of the Fund pursuant to a Plan of Liquidation (the “Plan”), a copy of which is attached to this Proxy Statement as Appendix G. The Plan provides for the liquidation of the Fund’s assets and the distribution to Fund shareholders of all of the proceeds of the liquidation. If the shareholders of the Fund approve the proposal, then the net proceeds (after deduction for amounts estimated to be necessary to satisfy the debts and liabilities of the Fund) will be paid to shareholders pro rata, in cash, as promptly as possible after the liquidation date, which is anticipated to be on or about October 23, 2007. Shareholder approval of the Fund’s liquidation and dissolution is required before the Fund can be terminated. For the reasons set forth below, the Board unanimously recommends that shareholders of the Fund vote to approve this Proposal.

The Trustees believe, based upon information provided by RIMCo, that the termination of the Fund would be in the best interests of the Fund and its shareholders. RIMCo’s recommendation to liquidate the Fund is based upon a review of the Trust’s fund offerings. In addition to the Fund, the Trust currently offers two other money market funds, the Tax Free Money Market Fund and the Money Market Fund. RIMCo is recommending the liquidation of the Fund and the Tax Free Money Market fund in order to eliminate duplicative fund offerings and consolidate the distribution efforts of Russell Fund Distributors, the Trust’s principal underwriter. The Money Market Fund has a lower expense ratio than the Fund, and as a result has experienced growth in assets. The Fund, in contrast, has experienced a substantial loss in assets. RIMCo believes that if the present downward trend in assets of the Fund continues, as RIMCo expects that it will, the Fund’s expense ratio will rise, which would adversely affect shareholders.

RIMCo reviewed with the Board the history of the Fund, its asset size and expenses. The Fund commenced operations on September 5, 1985. At its peak on December 31, 1996, the US Government Money Market Fund’s assets were approximately $240 million. As of April 30, 2007, the US Government Money Market Fund’s assets have decreased to approximately $28 million, representing a decline of approximately 90%. This decline has been the result of redemptions of Fund shares and the lack of any significant offsetting cash flow from sales of Fund shares. RIMCo has advised the Board that it does not anticipate that the Fund will experience sufficient asset growth in the future to reverse this decline in net assets. RIMCo believes that the Fund is not well positioned to attract new assets given the availability of other, more attractive funds with similar investment objectives.

The Board considered that the decrease in assets has caused the US Government Money Market Fund’s annual gross expense ratio to rise significantly, from 0.48% of net assets for the fiscal year ended 2003 to 0.56% of net assets for the fiscal year ended 2006.

The Board also considered RIMCo’s advice that there are no feasible alternatives to the liquidation and dissolution of the Fund. In this regard, RIMCo noted that the time, attention and expense to effect a merger with, or transfer of assets to, another appropriate fund in the Russell Fund Complex would not be justified in light of the Fund’s small size. RIMCo advised the Board that there are no funds within the Russell Fund Complex that have the same investment strategies as the US Government Money Market Fund, and that a merger with a different type of Fund would be inappropriate given the differences between the Funds.

RIMCo also advised the Board of the tax impact of the liquidation and dissolution of the Fund. RIMCo advised the Board that the liquidation of the Fund will be a taxable event for shareholders who do not hold Fund shares in a tax-advantaged account.

Based on their consideration, analysis and evaluation of the above factors and RIMCo’s recommendation, the Trustees (including the Trustees who are not “interested persons” (the “Independent Trustees”) asassignment (as defined in the 1940 Act) ~~concluded that it would be in the best interest of the Fund and its shareholders to liquidate the Fund promptly, in accordance with the Plan.~~

The Fund ceased sales of its shares to new investors on May 31, 2007. Shareholders of the Fund may exchange their shares for shares of the same class of another Russell Fund or redeem their shares prior to the liquidation date.

The Plan has been adopted by the Board. Under the Trust’s Amended and Restated Master Trust Agreement, before the Plan is made effective for a Fund it must be approved by the holders of a majority of the outstanding shares of that Fund (as defined below).

If the Plan is approved by the Fund’s shareholders, the Fund will (i) implement the Plan by dissolving and winding up its business and affairs, (ii) preserve the value of its assets and (iii) distribute its assets to its shareholders, in accordance with the Plan. The Trust shall cause the liquidation of the Fund’s assets to cash through the sale of its investments on or about October 23, 2007 (the “Liquidation Date”). RIMCo shall pay or provide reasonable reserves from Fund assets for the payment of all outstanding obligations, taxes and other liabilities of the Fund prior to the mailing of the liquidating distribution to shareholders.

Upon completion of the distribution of assets as provided in the Trust’s Amended and Restated Master Trust Agreement and the Plan, the Fund shall terminate and RIMCo shall be discharged of any and all future liabilities and duties with respect to the Fund and the investment advisory agreement with respect to the Fund shall be terminated.

The Fund will bear all expenses incurred by the Fund in carrying out the Plan, including but not limited to, all printing, legal, accounting, custodian and transfer agency fees, the expenses of any reports to shareholders attributable to the Fund’s liquidation and the costs of the Special Meeting. The Fund will bear any transactional expenses (such as brokerage commissions) related to implementing the Plan. Any expenses and liabilities attributed to a Fund subsequent to the mailing of the liquidating distribution and for which a reserve has not been established will be borne by RIMCo. After the date of mailing of the liquidating distribution, the dissolution of the Fund will be effected.

If the shareholders of the Fund do not approve the Plan, then the Fund will continue to exist as a registered investment company in accordance with its stated objectives and policies. In such a case, the Board would consider what, if any, steps to take concerning the Fund, including the possibility of re-solicitation of approval of the liquidation. In another proposal, you are being asked to vote on an amendment to RIC’s Amended and Restated Master Trust Agreement which would allow the liquidation of the Fund without the specific approval of the Shareholders of the Fund.

Each shareholder who holds Fund shares in a taxable account and who receives a liquidating distribution will recognize gain (or loss) for federal income tax purposes equal to the amount, if any, by which the cash distributed exceeds (or is less than) the shareholder’s tax basis in the Fund shares. Assuming that the shareholder holds such shares as capital assets, any such gain or loss generally will be treated as long-term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss.

Notwithstanding the foregoing, any loss realized by a shareholder in respect of Fund shares with a tax holding period of six months or less will be treated as long-term capital loss to the extent of any capital gain dividends with respect to such shares. The federal income tax treatment that a Fund shareholder would receive if such shareholder’s entire interest in the Fund were redeemed prior to the liquidation generally would be identical to the federal income tax treatment described above to a shareholder in liquidation of the shareholder’s interest in the Fund.

The tax consequences discussed herein may affect shareholders differently depending upon their particular tax situations unrelated to the liquidating distribution, and accordingly, this summary is not a substitute for careful tax planning on an individual basis.

SHAREHOLDERS MAY WISH TO CONSULT THEIR PERSONAL TAX ADVISERS CONCERNING THEIR PARTICULAR TAX SITUATIONS AND THE IMPACT THEREON OF RECEIVING THE LIQUIDATING DISTRIBUTION AS DISCUSSED HEREIN, INCLUDING ANY STATE, LOCAL AND FOREIGN TAX CONSEQUENCES.

The Fund anticipates that it will retain its qualification as a regulated investment company under the Internal Revenue Code of 1986, as amended, during the liquidation period and, therefore, generally will not be taxed on any of its net income from the sale of its assets.

The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of liquidation of US Government Money Market Fund. A Shareholder may vote for or against the Proposal. If an executed proxy card is received without voting instructions, the shares will be voted to approve the Proposal.

The Master Trust Agreement requires that Liquidation of a Fund be approved by the vote of Shareholders of the Trust holding a majority of the shares of the Trust entitled to vote, as defined in the 1940 Act. Under the 1940 Act, the vote of the holders of a “majority” of the outstanding shares of the fund means the vote of the holders of the lesser of (a) 67% or more of its shares present at the special meeting or represented by proxy if the holders of 50% or more of its shares are so present or represented; or (b) more than 50% of its outstanding shares.

~~This proposal will be voted on by Shareholders of Tax Free Money Market Fund only.~~

At its meeting held on May 22, 2007, the Trust’s Board, upon the recommendation of RIMCo, determined that it would be in the best interests of the Tax Free Money Market Fund (for purposes of this Proposal 6, the “Fund”) and its shareholders if the Fund were liquidated and dissolved in accordance with the Trust’s Amended and Restated Master Trust Agreement and Massachusetts law. Accordingly, the Board approved the termination of the Fund pursuant to a Plan of Liquidation (the “Plan”), a copy of which is attached to this Proxy Statement as Appendix H. The Plan provides for the liquidation of the Fund’s assets and the distribution to Fund shareholders of all of the proceeds of the liquidation. If the shareholders of the Fund approve the proposal, then the net proceeds (after deduction for amounts estimated to be necessary to satisfy the debts and liabilities of the Fund) will be paid to shareholders pro rata, in cash, as promptly as possible after the liquidation date, which is anticipated to be on or about October 23, 2007. Shareholder approval of the Fund’s liquidation and dissolution is required before the Fund can be terminated. For the reasons set forth below, the Board unanimously recommends that shareholders of the Fund vote to approve this Proposal.

The Trustees believe, based upon information provided by RIMCo that the termination of the Fund would be in the best interests of the Fund and its shareholders. RIMCo’s recommendation to liquidate the Fund is based upon a review of the Trust’s fund offerings. In addition to the Fund, the Trust currently offers two other money market funds, the US Government Money Market Fund and the Money Market Fund. RIMCo is recommending the liquidation of the Fund and the US Government Money Market fund in order to eliminate duplicative fund offerings and consolidate the distribution efforts of Russell Fund Distributors, the Trust’s principal underwriter. The Money Market Fund has a lower expense ratio than the Fund, and as a result has experienced growth in assets. The Fund, in contrast, has experienced a substantial loss in assets. RIMCo believes that if the present downward trend in assets of the Fund continues, as RIMCo expects that it will, the Fund’s expense ratio will rise, which would adversely affect shareholders.

RIMCo reviewed with the Board the history of the Fund, its asset size and expenses. The Fund commenced operations on May 8, 1987. At its peak on December 31, 1999, the Tax Free Money Market Fund’s assets were approximately $247 million. As of April 30, 2007, the Tax Free Money Market Fund’s assets decreased to approximately $52 million, representing a decline of approximately 69%. This decline has been the result of redemptions of Fund shares and the lack of any significant offsetting cash flow from sales of Fund shares. RIMCo has advised the Board that it does not anticipate that the Fund will experience sufficient asset growth in the future to reverse this decline in net assets. RIMCo believes that the Fund is not well positioned to attract new assets given the availability of other, more attractive funds with similar investment objectives.

The Board considered that the decrease in assets has caused the Tax Free Money Market Fund’s annual gross expense ratio (without giving effect to the expense cap) to rise significantly, from 0.36% of net assets for the fiscal year ended 2003 to 0.47% of net assets for the fiscal year ended 2006.

The Board also considered RIMCo’s advice that there are no feasible alternatives to the liquidation and dissolution of the Fund. In this regard, RIMCo noted that the time, attention and expense to effect a merger with, or transfer of assets to, another appropriate fund in the Russell Fund Complex would not be justified in light of the Fund’s small size. Moreover, RIMCo advised the Board that there are no funds in the Russell Fund Complex that have the same investment objective and that a merger of the fund with, or a transfer or its assets to, a different type of fund would be inappropriate for shareholders of the Fund.

RIMCo also advised the Board of the tax impact of the liquidation and dissolution of each Fund. RIMCo advised the Board that the liquidation of the Fund will be a taxable event for shareholders who do not hold Fund shares in a tax-advantaged account.

Based on their consideration, analysis and evaluation of the above factors and RIMCo’s recommendation, the Trustees (including the Trustees who are not “interested persons” (the “Independent Trustees”) as defined in the 1940 Act) concluded that it would be in the best interest of the Fund and its shareholders to liquidate the Fund promptly, in accordance with the Plan.

The Fund will bear all expenses incurred by the Fund in carrying out the Plan, including but not limited to, all printing, legal, accounting, custodian and transfer agency fees, the expenses of any reports to shareholders attributable to the Fund’s liquidation and the costs of the Special Meeting. The Fund will bear any transactional expenses (such as brokerage commissions) related to implementing the Plan. Any expenses and liabilities attributed to a Fund subsequent to the mailing of the liquidating distribution and for which a reserve has not been established will also be borne by RIMCo. After the date of mailing of the liquidating distribution, the dissolution of the Fund will be effected.

If the shareholders of the Fund do not approve the Plan, then the Fund will continue to exist as a registered investment company in accordance with its stated objectives and policies. In such a case, the Board would consider what, if any, steps to take concerning the Fund, including the possibility of resolicitation of approval of the liquidation. In another proposal, you are being asked to vote on an amendment to RIC’s Amended and Restated Master Trust Agreement which would allow the liquidation of the Fund without the specific approval of the Shareholders of the Fund.

Each shareholder who holds Fund shares in a taxable account and who receives a liquidating distribution will recognize gain (or loss) for federal income tax purposes equal to the amount, if any, by which the cash distributed exceeds (or is less than) the shareholder’s tax basis in the Fund shares. Assuming that the shareholder holds such shares as capital assets, any such gain or loss generally will be treated as long–term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short–term capital gain or loss.

Notwithstanding the foregoing, any loss realized by a shareholder in respect of Fund shares with a tax holding period of six months or less will be treated as long–term capital loss to the extent of any capital gain dividends received by the Shareholder with respect to such shares. Also, any loss realized by a shareholder in respect of Fund Shares with a tax holding period of six months or less will be disallowed to the extent of any exempt-interest dividends received by the Shareholder with respect to such Shares. The federal income tax treatment that a Fund shareholder would receive if such shareholder’s entire interest in the Fund were redeemed prior to the liquidation generally would be identical to the federal income tax treatment described above to a shareholder in liquidation of the shareholder’s interest in the Fund.

The persons named on the proxy card intend, in the absence of contrary instructions, to vote all proxies in favor of the approval of liquidation of Tax Free Money Market Fund. A Shareholder may vote for or against the Proposal. If an executed proxy card is received without voting instructions, the shares will be voted to approve the Proposal.

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

RIMCo provides or oversees the provision of all general management and administration, investment advisory and portfolio management services for the Funds and acts as transfer agent for the Funds. RIMCo develops the investment program for each of the Funds. Except for the Money Market Fund, US Government Money Market Fund and the Funds of Funds, RIMCo selects Money Managers for the Funds (subject to approval by the Board), allocates assets among Money Managers, monitors the Money Managers’ investment programs and results, and may exercise investment discretion over certain assets. RIMCo currently acts as Money Manager for the Money Market Fund and the US Government Money Market Fund and recommends Money Managers to the Tax Free Money Market Fund, oversees them, and evaluates their results. RIMCo’s mailing address is 909 A Street, Tacoma, Washington 98402. Unlike most investment companies that have a single organization that acts as both administrator and investment advisor, the Funds divide responsibility for corporate management and investment advice between RIMCo and a number of different Money Managers. A list of the Money Managers and their addresses is provided in Appendix B to this Proxy Statement.

Russell Fund Distributors, Inc. (the “Distributor”) serves as the distributor of the Trust’s shares. The Distributor receives no compensation from the Trust for its services other than Rule 12b-1 compensation and shareholder services compensation for certain classes of shares pursuant to the Trust’s Rule 12b-1 Distribution Plan and Shareholder Services Plan, respectively. The Distributor is a wholly owned subsidiary of RIMCo and its mailing address is 909 A Street, Tacoma, WA 98402.

~~The Trust’s custodian is State Street Bank and Trust Company and its mailing address is Josiah Quincy Building, 200 Newport Avenue, North Quincy, MA 02171.~~

PricewaterhouseCoopers LLP (“PwC”) serves as the Independent Registered Public Accounting Firm of ~~the~~each Trust. PwC is responsible for performing annual audits of the financial statements and financial highlights of the Funds in accordance with the auditing standards of the Public Company Accounting Oversight Board and a review of federal tax returns. The mailing address of PwC is 1420 Fifth Avenue, Suite 1900, Seattle, WAWashington 98101.

~~Upon~~Effective March 31, 2012, the ~~recommendation of the Audit Committee, the Board selected the firm of PwC as the independent registered public accounting firm of the Trust~~RET fiscal year was changed from December 31 to March 31. Amounts billed for services rendered with respect to the fiscal year ~~ending October~~ended March 31, ~~2007.~~2012 related to certain other RET Funds in operation at that time but which have been subsequently liquidated.

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

The aggregate audit fees billed for professional services rendered by PwC for the audit of the Trust’s annual financial statements and services normally provided by PwC in connection with the statutory and regulatory filings or engagements for the fiscal years ended ~~October~~March 31, ~~2005~~2013 and ~~2006~~March 31, 2012 were ~~$933,179 and $1,069,000, respectively.~~as follows:

Audit-Related ~~Fees.~~Fees~~PwC~~. The aggregate fees billed ~~aggregate fees~~in each of the last two fiscal years for assurance and related services ~~rendered~~by the principal accountant that are reasonably related to the performance of the audit of the ~~Trust’s annual~~registrant’s financial statements ~~but~~and are not reported under ~~“Audit-Fees” above for~~paragraph (a) of this Item and the ~~fiscal years ended October 31, 2005 and 2006~~nature of ~~$94,530 and $110,799, respectively.~~the services comprising those fees were as follows:

Tax Fees.The aggregate fees billed ~~by PwC~~in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning ~~for~~and the ~~fiscal years ended October 31, 2005 and 2006~~nature of the services comprising the fees were ~~$613,073 and $615,975, respectively.~~as follows:

Aggregate Non-Audit Fees. There were $16,250 and $17,500, respectively. Substantially all of these services were rendered in connection with the issuance of consent letters related to filings by the Trust with the Securities and Exchange Commission.

The Audit Committee has considered whether the services described above are compatible with PwC’s independence. The Audit Committee has also considered whether the provision of all other non-audit services rendered to RIMCo, or an affiliate thereof that provides ongoing services to the Trust, is compatible with maintaining PwC’s independence. The Audit Committee has adopted a policy requiring pre-approval by the committee of all services (audit and non-audit) to be provided to the Trust by its independent registered public accounting firm. In accordance with that policy, the Audit Committee has given its approval for the provision of audit services by PwC for the fiscal year ended October 31, 2006 and has also given its general pre-approval (“general pre-approval”) for up to a year in advance for the provision by PwC of particular categories or types of audit-related, tax and permitted non-audit services (including permitted non-audit services to the Trust, RIMCo and any entity controlling, controlled by, or under common control with RIMCo that provides ongoing services to the Trust), subject to specific

budgets. Services which have not received general pre-approval or which exceed their budgets must receive specific approval of the Audit Committee (“specific approval”). In cases where the Audit Committee’s pre-approval is not covered by one of those approvals, the policy provides that the Audit Committee may delegate general or specific pre-approval authority to one or more of its members, and that any such pre-approvals will then be communicated for informational purposes only to the full Audit Committee at its next scheduled meeting. To date, no ~~such delegation of authority has been made by the Audit Committee.~~

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

Audit Committee Pre-Approval Policies and Procedures. The Audit Committee has adopted pre-approval policies and procedures for certain services ~~rendered~~provided by PwC. These policies and procedures are attached to this Joint Proxy Statement as Exhibit B.

Security Ownership of Officers and Trustees. The officers and Trustees, as a group, own beneficially less than 1% of the shares of the Funds.

Beneficial Share Ownership. Although the Trusts do not have information concerning the beneficial ownership of shares held in the names of DTC Participants (defined below under “Book Entry Only System”), as of[], 2014, the name and percentage ownership of each DTC Participant that owned of record 5% or more of the outstanding shares of the Funds are set forth in the table below. [TO BE COMPLETED UPON AMENDMENT]

The Trusts are not aware of any matters that will be presented for action at the meeting other than the matter 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 Trusts.

As permitted by law, only one copy of this Joint Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified the Trusts of their desire to receive multiple copies of the reports and proxy statements the Trusts send. If you would like to receive an additional copy, please contact the Trusts’ proxy solicitation agent, Broadridge Financial Solutions, Inc., at 1-855-976-3325. The Trusts will then

promptly deliver a separate copy of the Joint 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 Trusts’ 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 also direct requests as indicated.

If a Shareholder wishes to send a communication to the ~~Trust and~~Board, or to ~~RIMCo, or an affiliate thereof that provides ongoing services~~a specified Trustee, the communication should be submitted in writing to the Secretary of the Trusts at 1301 Second Avenue, 18th Floor, Seattle, WA 98101 who will forward such communication to the Trustees.

RIC and RIF, as Massachusetts business trusts, and RET, as a Delaware Statutory Trust, are not required to hold annual shareholder meetings, but will hold special meetings as required or deemed desirable. Since the Trusts do not hold regular meetings of shareholders, the anticipated date of the next shareholders meeting cannot be provided. Shareholders who wish to present a proposal for action at a future meeting should submit a written proposal to the Trusts 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 Trusts must be received by the Trusts in writing within a reasonable amount of time before the Trusts solicit proxies for that meeting, in order to be considered for inclusion in the proxy materials for that meeting. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws. Shareholders retain the right to request that a meeting of the Shareholders be held for the ~~fiscal years ended October 31, 2005 and 2006 were $77,450 and $61,500, respectively.~~purpose of considering matters requiring Shareholder approval.

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

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

A quorum is the ~~Trust is not required to hold annual meetings. In the past, the Funds have availed themselves~~number of these provisions of state law to achieve cost savings by eliminating printing costs, mailing charges and other expenses involved to hold routine annual meetings. The Funds may, however, hold a meeting for such purposesoutstanding shares, as changing fundamental investment restrictions, approving a new investment management agreement or any other matters which are required to be acted on by Shareholders under the 1940 Act. In addition, a meeting also may be called by Shareholders holding at least 10% of the shares entitled to vote at the meeting for the purpose of voting upon the removal of Trustees, in which case Shareholders may receive assistance in communicating with other Shareholders as provided in Section 16(c) of the 1940 Act. The Trust is holding the Special Meeting because of the itemsRecord Date, that must be ~~presented~~present, in person or by proxy, in order for ~~Shareholders’ consideration and approval.~~

~~This Proxy Statement is provided on behalf of the Board in connection with the Special Meeting of the~~a Trust to ~~be held at the offices~~hold a valid shareholder meeting. The Trusts cannot hold a valid shareholder meeting unless there is a quorum of ~~the Trust at 909 A Street, Tacoma, Washington 98402, on October 3, 2007, at 10:00 a.m., local time, and any or all adjournments thereof. This Proxy Statement is first~~

being mailed to Shareholders on or about July 26, 2007. You may revoke your proxy at any time before it is exercised by signing and forwarding a later-dated proxy card or a later-dated vote via telephone or the Internet,shareholders present in person or by ~~attending the Special Meeting~~proxy. With respect to RIC and ~~casting your votes in person.~~

~~The Trust requests that broker-dealer firms, custodians, nominees~~RIF, RIC’s Second Amended and fiduciaries forward proxy material to the beneficial owners of the shares held of record by such persons. The Trust may reimburse such broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation. The cost of soliciting these proxies will be borne by each Fund, to the extent of its direct operational expenses, and by RIMCo. The Trust has engaged Computershare Fund Services to solicit proxies from brokers, banks, other institutional holders and individual Shareholders for an estimated fee, including out-of-pocket expenses, of $535,000 to $1,100,000.

Shareholders of record at the close of business on the Record Date, July 9, 2007, are entitled to be present and to vote at the Special Meeting or any adjournment of the Special Meeting. Each share of record is entitled to one vote on each matter presented at the Special Meeting, with proportionate votes for fractional shares.

~~Appendix D sets forth the number of shares of beneficial interest of each class of each Fund outstanding as of June 15, 2007.~~

The number of shares that you may vote is the total of the number shown on the proxy ballot(s) accompanying this Proxy Statement. Shareholders are entitled to one vote for each full share and a proportionate vote for each fractional share held.

~~The~~Restated Master Trust Agreement, ~~provides~~as amended, and RIF’s Amended and Restated Master Trust Agreement, as amended, each require that ~~a quorum shall be present at a meeting when~~the presence, in person or by proxy, of a majority of the shares entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to RET, RET’s Amended and Restated Agreement and Declaration of Trust requires that the presence, in person or by proxy, of more than twenty-five percent (25%) of the total combined net asset value of all shares issued and outstanding and entitled to vote shall constitute a quorum, unless a larger number of shares is required pursuant to law. With respect to the proposal(s) affecting RIC and RIF, a majority of the shares entitled to vote on each such proposal as of the Record Date is required for a quorum for this Special Meeting. With respect to the proposal affecting RET, more than twenty-five percent (25%) of the total combined net asset value of all shares of RET entitled to vote as of the Record Date is required for a quorum.

For purposes of Proposal 1, your vote will be counted together with the votes of Shareholders of other Funds in the same Trust. For purposes of the Proposed Reclassifications in Proposal 2, your vote with respect to one Proposal 2 Fund in which you hold shares will be counted together with the votes of other Shareholders of such Proposal 2 Fund. A vote for a Proposed Reclassification with respect to one Proposal 2 Fund will not affect the approval of the Proposed Reclassification with respect to any other Proposal 2 Fund.

With respect to Proposal 1, each Trustee Nominee must receive a plurality of all outstanding shares of the Trust voting, and the Trustee Nominees receiving the most “FOR” votes will be elected (even if less than a majority of the votes cast), provided a quorum is present. Accordingly, with respect to RIC an RIF, each of Mses. Cavanaugh, Burgermeister and Krysty, must be one of the three Trustee Nominees receiving the most “FOR” votes in order to be elected. With respect to RET, Ms. Krysty must be the Trustee Nominee receiving the most “FOR” votes in order to be elected. Because each Trustee Nominee is up for election for a distinct seat on the Board and because it is expected that each such election will be uncontested, to the extent that a Trustee Nominee receives any votes, such Trustee Nominee will be elected.

Under rules applicable to broker-dealers, if your broker holds your shares in its name, the broker is allowed to vote your shares on the election of the Trustee Nominees even if it has not received voting instructions from you. Broker non-votes (i.e., the scenario where a broker-dealer holding shares of a fund on behalf of a beneficial owner does not receive voting instructions from such beneficial owner, and the broker-dealer subsequently declines to vote, or is not permitted to vote, those shares at the special meeting) and abstentions with respect to Proposal 1 count as “present” solely for purposes of establishing a quorum, but ~~any lesser number shall~~will not count as votes against each nominee. Broker non-votes and abstentions will have the effect of a vote against Proposal 2.

Proxies will be ~~sufficient for adjournments.~~ solicited primarily by mailing the Notice Regarding the Availability of 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, Broadridge Financial Solutions, Inc., to assist in forwarding and soliciting proxies. Pursuant to this arrangement, Broadridge Financial Solutions, Inc. has agreed to contact banks, brokers and proxy intermediaries to secure votes on the Proposals described in the Joint Proxy Statement. Should Shareholders require additional information regarding the proxy, they may call Broadridge Financial Solutions, Inc. toll-free at 1-855-976-3325.

In the event that a quorum is not present at the Special Meeting, ~~or sufficient votes to approve a Proposal are not received,~~ the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies. ~~A Shareholder vote may be taken on any other matter~~In addition, an adjournment is permitted if a quorum is present, but a majority has not been reached with respect to ~~properly come before the Special Meeting prior to~~Proposal 2. Any such adjournment ~~if sufficient votes to approve such matters have been received and such vote is otherwise appropriate. Any adjournment of the Special Meeting~~ will require the affirmative vote of a majority of those shares ~~present~~represented at the Special Meeting in person or ~~represented~~ by proxy and ~~voting. The persons named as~~entitled to vote at the Special Meeting. Signed proxies onthat have been returned to the ~~proxy card~~Trusts without any indication of how the shareholder wished to vote will ~~vote against any such adjournment those proxies required to~~ be voted ~~against such Proposal. They will vote~~ in favor of ~~an adjournment~~the proposal to adjourn the Special Meeting.

The Funds will bear all ~~other~~expenses incurred in connection with Proposal 1 and Proposal 2, including the cost of soliciting proxies ~~that they~~and the cost associated with any adjournments, whether or not the proposals are ~~entitled~~approved by shareholders. The cost of the Special Meeting will be allocated to ~~vote. The costs of any such additional solicitation~~each Trust, and ~~of any adjourned session will be~~ borne by the ~~Trust.~~

~~Abstentions and broker “non-votes” (i.e., proxies from brokers or nominees indicating that~~Funds organized under such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be counted as sharesTrust. Costs that are present for purposes of determining the presence of a quorum, but which have not been voted. Abstentions and broker non-votes will not be counted in favor of, but will have no other effect on, Proposal 1, and will have the effect of a “no” vote on all other Proposals. Accordingly, Shareholders are urged to forward their proxy card or voting instructions promptly.

~~To the extent that any of shares of a Fund are owned directly by any Fund of Funds, those shares will be voted directly~~collectively borne by the Funds of ~~Funds in~~each Trust will be allocated among the ~~same proportion as all other votes received from the other holders~~Funds of such ~~Fund’s shares (so-called “echo voting”). Broker “non-votes” will~~Trust on the basis of relative net assets, except when direct costs can reasonably be ~~excluded in determining the echo vote.~~attributed to one or more specific Funds.

The ~~Trust will pay the expenses in connection with~~date of this ~~Notice and~~Joint Proxy Statement is February[ ], 2014.

Additional information about the Funds is available in their respective prospectuses, statements of additional information and ~~the Special Meeting, including the printing, mailing, solicitation~~annual and ~~vote tabulation expenses and out-of-pocket expenses.~~

As of May 7, 2007, the officers and Trustees, including the Nominees, of the Trust as a group beneficially owned less than 1% of the shares of each class of each Fund outstanding on such date. As of June 15, 2007,semi-annual reports to ~~the best of the Trust’s knowledge, no person owned beneficially more than 5% of any class of any Fund, except as set forth in Appendix C.~~

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

The Funds’ most recent ~~audited financial statements~~annual and ~~Annual Report, for the fiscal year ended October 31, 2006,~~semi-annual reports have previously been mailed to Shareholders. Additional copies of any of these documents are available without charge by calling 1-800-787-7354 (RIC and RIF Shareholders) or 1-888-775-3837 (RET Shareholders), by writing to 1301 Second Avenue, 18th Floor, Seattle, WA 98101 or by visiting the Funds’ ~~Semi-Annual Report for~~website at www.russell.com. All of these documents also are on file with the ~~period ended April 30, 2007 have been previously mailed to Shareholders,~~Securities and Exchange Commission (the “SEC”) and are available ~~free of charge. If you have not received one of these Reports for~~on the Fund(s) in which you are an investor, or would like to receive additional copies, free of charge, please contact your financial intermediary or contact the Trust by mailing a request to Russell Investment Company, 909SEC’s website at www.sec.gov.

PLEASE VOTE THROUGH THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS. ALTERNATIVELY, IF YOU HAVE REQUESTED OR RECEIVED A ~~Street, Tacoma, WA 98402, calling 1-800-787-7354, faxing 253-591-3495, or logging onto www.russell.com.~~

PROXY CARD BY MAIL, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY ~~BALLOT(S) (OR TAKE ADVANTAGE OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES)~~ PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

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

The function of the Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control, and the auditors’ responsibility to plan and carry out a proper audit. The auditor shall report directly to the Committee.

(c)

to approve, as required, all non-audit services to be provided by the Trust’s independent auditor to the Funds’ investment adviser or to any entity that controls, is controlled by or is under common control with the Funds’ investment adviser and that provides ongoing services to the Funds;

(l)

to consult with the Board, as requested, in connection with the Board’s determination whether one or more members of the Committee qualify as an “audit committee financial expert,” as defined under SEC rules;

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

This Policy has been adopted by the joint Audit Committee (the “Audit Committee”) of Russell Investment Company (“RIC”), Russell Investment Funds (“RIF”) and Russell Exchange Traded Funds Trust (“RET”) to apply to any and all engagements of the independent auditor to RIC, RIF and RET, respectively, for audit, non-audit, tax or other services. The term “Fund” shall collectively refer to RIC, RIF and RET. The term “Investment Adviser” shall refer to the Funds’ advisor, Russell Investment Management Company (“RIMCo”). This Policy does not delegate to management the responsibilities set forth herein for the pre-approval of services performed by the Funds’ independent auditor.

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of a Fund’s Board of Trustees (the “Audit Committee”) is charged with responsibility for the appointment, compensation and oversight of the work of the independent auditor for the fund. As part of these responsibilities, the Audit Committee is required to pre-approve the audit services and permissible non-audit services (“non-audit services”) performed by the independent auditor for the fund to assure that the independence of the auditor is not in any way compromised or impaired. In determining whether an auditor is independent, there are three guiding principles under the Act that must be considered. In general, the independence of the auditor to the fund would be deemed impaired if the auditor provides a service whereby it:

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

Rules adopted by the United States Securities and Exchange Commission (the “SEC”) establish two distinct approaches to the pre-approval of services by the Audit Committee. The proposed services either may receive general pre-approval through adoption by the Audit Committee of a list of authorized services for the fund, together with a budget of expected costs for those services (“general pre-approval”), or specific pre-approval by the Audit Committee of all services provided to the fund on a case-by-case basis (“specific pre-approval”).

The Funds’ Audit Committee believes that the combination of these two approaches reflected in this Policy will result in an effective and efficient procedure for the pre-approval of permissible services performed by the Funds’ independent audit. The Funds’ Audit and Non-Audit Pre-Approved Services Schedule lists the audit, audit-related, tax and other services that have the general pre-approval of the Audit Committee. As set forth in this Policy, unless

~~APPENDIX~~a particular service has received general pre-approval, those services will require specific pre-approval by the Audit Committee before any such services can be provided by the independent auditor. Any proposed service to the Funds that exceeds the pre-approved budget for those services will also require specific pre-approval by the appropriate Audit Committee.

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

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

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

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

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

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

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

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

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

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

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

Bookkeeping or other services relating to the accounting records or financial statements of the Funds

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

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

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

Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Clearance Committee and must include a joint certification by the engagement partner of the independent auditor and the Chairperson of the Clearing Committee that, in their view, the request or application is consistent with the SEC’s rules governing auditor independence.

The Internal Audit Department of Frank Russell Company, the parent company of RIMCo, and the officers of RIC, RIF and RET will report to the Chairman of the Audit Committee any breach of this Policy that comes to the attention of the Internal Audit Department of Frank Russell Company or an officer of RIC, RIF or RET.

The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work performed by the independent auditor and to assure the independent auditor’s continuing independence from the Funds and its affiliates, including Frank Russell Company. Such efforts will include, but not be limited to, reviewing a written annual statement from the independent auditor delineating all relationships between the independent auditor and RIC, RIF, RET and Frank Russell Company and its subsidiaries and affiliates, consistent with Independence Standards Board Standard No. 1, and discussing with the independent auditor its methods and procedures for ensuring its independence.

The Nominating and Governance Committee (the “Committee”) shall be composed entirely of Trustees (“Independent Trustees”) who are not “interested” persons of ~~Frank~~ Russell Investment Company (“~~FRIC”~~RIC”), Russell Investment Funds (“RIF”) or Russell Exchange Traded Funds Trust (“RET”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”).

whether or not the person is willing and able to commit the time necessary for the performance of the duties of a Trustee;

whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee;

the contribution which the person may be expected to make to the Board and ~~FRIC,~~RIC, RIF and RET, with consideration being given to the person’s business and professional experience, board experience, education and such other factors as the Committee, in its sole judgment, may consider relevant; and

In evaluating Independent Trustee candidates, the Committee should also consider, among other factors that it may deem relevant:

whether or not the person is an “interested person” as defined in the 1940 Act;

whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with ~~FRIC~~RIC, RIF and RET management, ~~FRIMCo,~~RIMCo, any money manager or any other principal ~~FRIC~~RIC, RIF and RET service providers or their affiliates;

whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; and

whether or not the selection and nomination of the person would be consistent with the requirements of ~~FRIC’s~~RIC, RIF and RET’s retirement policies.

After a determination by the Committee that a person should be selected and nominated as an Independent Trustee, the Committee shall present its recommendation to the Board for its consideration.

~~The following is~~PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M64363-TBD KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY For All Withhold All Except For All (To withhold authority to vote for a ~~list of names and addresses of the Money Managers for each Fund which is not a fund-of-funds.~~speci?c nominee, The money managers are not affiliates of the Funds or the Funds’ service providers other than their management of Fund assets. Each money manager is principally engaged in managing institutional investment accounts. These managers may also serve as managers or advisers to other investment companies unaffiliated with the Trust, other Funds, or to other clients of RIMCo or of Russell Investment Group, including Russell Investment Group’s wholly-owned subsidiary, Russell Trust Company. The Funds may engage or terminate a money manager at any time, subject to the approval of the Funds’ Board of Trustees ~~without a shareholder vote. A complete list of current money managers for the Funds can also be found at www.Russell.com. Assets not allocated to money managers are managed by RIMCo.~~

~~AllianceBernstein L.P., 1345 Avenue of the Americas, 35~~^th ~~Floor, New York, NY 10105.~~

~~Columbus Circle Investors, One Station Place, Metro Center – 8~~^th ~~Floor, Stamford, CT 06902.~~

~~Institutional Capital LLC, 225 W. Wacker Drive, Suite 2400, Chicago, IL 60606.~~

~~Marsico Capital Management, LLC, 1200 17th Street, Suite 1600, Denver, CO 80202.~~

~~MFS Institutional Advisors, Inc., 500 Boylston Street, 21~~^st ~~Floor, Boston, MA 02116-3741.~~

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

~~Schneider Capital Management Corporation, 460 E. Swedesford Road, Suite 2000, Wayne, PA 19087.~~

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

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

~~Aronson+Johnson+Ortiz, LP, 230 South Broad Street, 20~~^th ~~Floor, Philadelphia, PA 19102.~~

~~Franklin Portfolio Associates, LLC, One Boston Place, 34th Floor, Boston, MA 02108.~~

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

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

~~J.P. Morgan Investment Management Inc., 245 Park Avenue 3~~^rd ~~Floor, New York, NY 10167.~~

~~Palisades Investment Partners, LLC, 1453 Third Street Promenade, Suite 310, Santa Monica, CA 90401.~~

~~Sands Capital Management, Inc., 1100 Wilson Boulevard, Suite 3050, Arlington, VA 22209.~~

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

~~Berkeley Capital Management LLC, One Bush Street, 12~~^th ~~Floor, San Francisco, CA 94104.~~

~~ClariVest Asset Management LLC, 11452 El Camino Real, Suite 250, San Diego, CA 92130.~~

~~David J. Greene and Company, LLC, 599 Lexington Avenue, New York, NY 10022-6067.~~

~~Gould Investment Partners LLC, 1235 Westlakes Drive, Suite 280, Berwyn, PA 19312-2412.~~

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

~~PanAgora Asset Management, Inc., 260 Franklin Street, 22~~^nd ~~Floor, Boston, MA 02110.~~

~~Tygh Capital Management, Inc., 1211 S.W. Fifth Avenue, Suite 2100 Portland, OR 97204.~~

~~Chartwell Investment Partners, 1235 Westlakes Drive, Suite 400, Berwyn, PA 19312.~~

~~Netols Asset Management, Inc., 1045 West Glen Oaks Lane Suite 3, Mequon, WI 53092.~~

~~Parametric Portfolio Associates LLC, 1151 Fairview Avenue North, Seattle, WA 98109.~~

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

~~Transamerica Investment Management, LLC, Performance Place, Suite 700, 109 North Main Street, Dayton, OH 45402.~~

~~Berkeley Capital Management LLC, One Bush Street, 12~~^th ~~Floor, San Francisco, CA 94104.~~

~~Delaware Management Company, a series of Delaware Management Business Trust, 2005 Market Street, Philadelphia, PA 19103-3682.~~

~~Fuller & Thaler Asset Management, Inc. 411 Borel Avenue, Suite 300, San Mateo, CA 94402.~~

~~Sustainable Growth Advisers, LP, 3 Stamford Plaza, 301 Tresser Blvd, Suite 1310, Stamford, CT 06901.~~

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

~~DePrince, Race & Zollo, Inc., 250 Park Avenue South, Suite 250, Winter Park, FL 32789.~~

~~JS Asset Management, LLC, One Tower Bridge 100 Front Street, Suite 501, West Conshohocken, PA 19428.~~

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

~~AEW Management and Advisors, L.P., World Trade Center East, Two Seaport Lane, 16th Floor, Boston, MA 02210-2021.~~

~~Cohen & Steers Capital Management, Inc., 280 Park Avenue, 10~~^th ~~Floor, New York, NY 10017-1216.~~

~~Heitman Real Estate Securities LLC, 191 North Wacker Drive, Suite 2500, Chicago, IL 60606.~~

~~INVESCO Institutional (N.A.), Inc. which acts as a money manager to the Fund through its INVESCO Real Estate division, Three Galleria Tower, Suite 500, 13155 Noel Road, Dallas, TX 75240.~~

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

~~Altrinsic Global Advisors, LLC, 100 First Stamford Place, 6th Floor East, Stamford, CT 06902.~~

~~ClariVest Asset Management, LLC, 11452 El Camino Real, Suite 250, San Diego, CA 92130.~~

~~T. Rowe Price International, Inc., 100 East Pratt Street, Baltimore, MD 21202.~~

~~AllianceBerstein L.P., 1345 Avenue of the Americas, 35~~^th ~~Floor, New York, NY 10105.~~

~~Altrinsic Global Advisors, LLC, 100 First Stamford Place, 6~~^th ~~Floor, East, Stamford, CT 06902.~~

~~AQR Capital Management, LLC, Two Greenwich Plaza, 3~~^rd ~~Floor, Greenwich, CT 06830.~~

~~Axiom International Investors LLC, 55 Railroad Avenue, Greenwich, CT 06830-6378.~~

~~Marsico Capital Management, LLC, 1200 17~~^th ~~Street, Suite 1300, Denver, CO 80202.~~

~~MFS Institutional Advisors, Inc. 500 Boylston Street, 21~~^st ~~Floor, Boston, MA 02116-3741.~~

~~Mondrian Investment Partners Ltd., 80 Cheapside, 3rd Floor, London EC2V 6EE England.~~

~~Nicholas-Applegate Capital Management LLC, 600 West Broadway, Suite 2900, San Diego, CA 92101.~~

~~AllianceBernstein L.P., 1345 Avenue of the Americas, 35~~^th ~~Floor, New York, NY 10105.~~

~~Arrowstreet Capital, Limited Partnership, 44 Brattle Street, 5~~^th ~~Floor, Cambridge MA 02138.~~

~~Genesis Asset Managers, LLP, P.O. Box 466 Barclays Court, Les Echelons, St. Peter Port, Guernsey, GY1 6AW Channel Islands.~~

~~Harding, Loevner Management, L.P., 50 Division Street, Suite 401, Somerville, NJ 08876.~~

~~T. Rowe Price International, Inc., 100 East Pratt Street, Baltimore, MD 21202-1009.~~

~~Lehman Brothers Asset Management LLC, 200 South Wacker Drive, Suite 2100, Chicago, IL 60606.~~

~~Pacific Investment Management Company LLC, 840 Newport Center Drive, Suite 300, P.O. Box 6430, Newport Beach, CA 92660-6430.~~

~~Western Asset Management Company, 385 East Colorado Boulevard, Pasadena, CA 91101.~~

~~Western Asset Management Company Limited, 10 Exchange Square Primrose Street, London, England EC2A 2EN.~~

~~Delaware Management Company, a series of Delaware Management Business Trust, One Commerce Square, 2005 Market Street, Philadelphia, PA 19103-3682.~~

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

~~Morgan Stanley Investment Management Inc., One Tower Bridge, 100 Front Street, Suite 1100, West Conshohocken, PA 19428-2881.~~

~~Pacific Investment Management Company LLC, 840 Newport Center Drive, Suite 300, P.O. Box 6430, Newport Beach, CA 92660-6430.~~

~~STW Fixed Income Management, 6185 Carpinteria Avenue, Carpinteria, CA 93013.~~

~~Delaware Management Company, a series of Delaware Management Business Trust, One Commerce Square, 2005 Market Street, Philadelphia, PA 19103-3682.~~

~~Standish Mellon Asset Management Company LLC, Mellon Financial Center, One Boston Place, Suite 3400, Boston, MA 02108-4408.~~

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

~~Lehman Brothers Asset Management LLC, 200 South Wacker Drive, Suite 2100, Chicago, IL 60606.~~

~~Neuberger Berman Management Inc., 605 Third Avenue, 2~~^nd ~~Floor, New York, NY 10158-0180.~~

~~As of June 15, 2007, there were the following number of shares of beneficial interest outstanding of each class of each Fund:~~

~~(d)Liquidation. In the event of the liquidation or dissolution~~ of the Trust ~~or any Sub-Trust existing as~~unanimously recommends that mark “For All Except” and write the nominee’s you vote “FOR” the election of each of the ~~date~~nominees. number on the line below.) 1. Election of ~~this Amendment No. 8, the Shareholders of each Sub-Trust existing~~Trustees: 01) Sandra Cavanaugh 02) Cheryl Burgermeister 03) Katherine W. Krysty This proxy will, when properly executed, be voted as ~~of the date of this Amendment No. 8 that has been established and designated and that has voted to be liquidated or dissolved, shall be entitled to receive, when and as declared~~directed herein by the ~~Trustees,~~signing shareholder(s). If no contrary direction is given when the ~~excess of the assets belonging to that Sub-Trust over the liabilities belonging to that Sub-Trust;~~duly executed proxy is returned, this proxy will be voted FOR each nominee and will be voted in the ~~event of~~appointed proxies’ discretion upon such other business as may properly come before the ~~liquidation or dissolution of any Sub-Trust established~~Meeting. Note: Please date and ~~designated subsequent to~~sign exactly as the ~~date of~~name appears on this Amendment No. 8, the Shareholders of such Sub-Trust shall be entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to that Sub-Trust over the liabilities belonging to that Sub-Trust. The assets so distributable to the Shareholders of any particular Sub-Trust shall be distributed among such Shareholders in proportion to the number of Shares of that Sub-Trustproxy card. When shares are held by ~~them~~joint tenants, at least one holder should sign. When signing in a ?duciary capacity, such as executor, administrator, trustee, attorney, guardian etc., please so indicate. Corporate and ~~recorded on~~partnership proxies should be signed by an authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

Important Notice Regarding the ~~books~~Availability of the Trust. The liquidation of any particular Sub-Trust existing as of the date of this Amendment No. 8 may be authorized by vote of a majority of the Trustees in office on the date of such vote subject to approval of a majority of the outstanding voting shares of that Sub-Trust, as defined in the 1940 Act; and the liquidation of any Sub-Trust established and designated subsequent to the date of this Amendment No. 8 may be authorized by vote of a majority of Trustees in office on the date of such vote without Shareholder approval and subject to notice to Shareholders of that Sub-Trust.

This paragraph shall apply to each Sub-Trust (and any Class of such Sub-Trust) established and designated subsequent to the date of this Amendment No. 8. The termination of a Sub-Trust or Class may be authorized at any time, subject to notice to Shareholders of such Sub-Trust or Class but without Shareholder approval, by a vote of a majority of the Trustees or written instrument executed by a majority of their number then in office. Upon the effective date of the termination of the Sub-Trust or Class, as applicable, which shall commence the period during which the affairs of such Sub-Trust or Class shall be wound up, (1) the Sub-Trust or Class shall carry on no business exceptProxy Materials for the purpose of winding up its affairs in an orderly manner; (2) the Trustees shall proceed to wind up the affairs of the Sub-Trust or Class; (3) all of the powers of the Trustees under this Agreement shall continue until the affairs of the Trust shall have been wound up, including but not limited to the power to (i) fulfill or discharge the contracts of a Sub-Trust or Class, (ii) collect assets allocated or belonging to such Sub-Trust or Class, (iii) sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust property allocated or belonging to such Sub-Trust or Class to one or more persons at public or private sale for consideration that may consist in whole or in part of cash, securities, or other property of any kind, (iv) discharge or pay liabilities allocated or belonging to such Sub-Trust or Class, and (v) authorize or take all other acts appropriate to liquidate its business; and (4) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining property of the terminated Sub-Trust or Class, in cash or in kind or partly each, among the shareholders of the Sub-Trust or Class according to their respective rights. Upon completion of the distribution of the remaining proceeds or the remaining assets as provided above in this paragraph, such Sub-Trust or Class shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to such Sub-Trust or Class shall be canceled and discharged. In connection therewith, the Trustees shall cause such filings to be made with any federal, state and local regulators as is determined by the Trustees or Trust counsel to be necessary or appropriate. This paragraph shall not be construed to imply anything about the manner in which the Trust itself or any Sub-Trust or Class existing as of the date of this Amendment No. 8 may be terminated, wound up and liquidated.

~~Section 7.2 Reorganization.~~Shareholder Meeting: The Trustees may sell, convey, merge and transfer the assets of the Trust, or the assets belonging to any one or more Sub-Trusts, to another trust, partnership, association or corporation organized under the laws of any state of the United States, or to the Trust to be held as assets belonging to another Sub-Trust of the Trust, in exchange for cash, shares or other securities (including, in the case of a transfer to another Sub-Trust of the Trust, Shares of such other Sub-Trust) with such transfer either (1) being made subject to, or with the assumption by the transferee of, the liabilities belonging to each Sub-Trust the assets of which are so transferred, or (2) not being made subject to, or not with the assumption of, such liabilities. No assets belonging to any particular Sub-Trust existing as of the date of this Amendment No. 4 shall be so transferred unless the terms of such transfer shall have first been approved at a meeting called for that purpose by the affirmative vote of the holders of a majority of the outstanding voting Shares, as defined in the 1940 Act, of that Sub-Trust. Subject to the requirements of the 1940 Act, assets belonging to any particular Sub-Trust established and designated subsequent to the date of this Amendment No. 4 may be so transferred without the requirement of Shareholder approval at any time by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office. Following such transfer, the Trustees shall distribute such cash, shares or other securities (giving due effect to the assets and liabilities belonging to and any other differences among the various Sub-Trusts the assets belonging to which have so been transferred) among the Shareholders of the Sub-Trust the assets belonging to which have been so transferred; and if all of the assets of the Sub-Trust have been so transferred, the Sub-Trust shall be terminated.

The Trust, or any one or more Sub-Trusts, may, either as the successor, survivor or non-survivor, (1) consolidate with one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws of which any one of the constituent entities is organized, or (2) merge into one or more other trusts, partnerships, associations or corporations organized under the laws of the Commonwealth of Massachusetts or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, or one or more Sub-Trusts as the case may be, in connection therewith. The terms “merge” or “merger” as used herein shall also include the purchase or acquisition of any assets of any other trust, partnership, association or corporation which is an investment company organized under the laws of the Commonwealth of Massachusetts or any other state of the United States. Any such consolidation or merger shall require the affirmative vote of the holders of a majority of the outstanding voting Shares, as defined in the 1940 Act, of each Sub-Trust existing as of the date of this Amendment No. 4 which may reasonably be foreseen to be materially adversely affected thereby. Any such consolidation or merger of any Sub-Trust established and designated subsequent to the date of this Amendment No 4 may be authorized without the requirement of Shareholder approval at any time by vote of a majority of the Trustees or written instrument executed by a majority of their number then in office. The Trustees shall provide notice to affected Shareholders of a reorganization effected under this Section 7.2.

This Plan of Liquidation and Dissolution of Sub-Trust (the "Plan") is made by Russell Investment Company (the "Trust"), a Massachusetts business trust, with respect to US Government Money Market Fund (the "Sub-Trust"), a separate series of shares of beneficial interest, and a segregated portfolio of assets, of the Trust. The Sub-Trust is a series of an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"). This Plan is intended to accomplish the complete liquidation and dissolution of the Sub-Trust in conformity with all provisions of Massachusetts law, the Investment Company Act, the Internal Revenue Code of 1986, as amended (the "Code"), and the Trust’s Amended and Restated Master Trust Agreement dated the 19th day of August, 2002, (the "Master Trust Agreement").

WHEREAS, under the terms of the Master Trust Agreement, approval of a proposal to liquidate the Sub-Trust requires the affirmative vote of a majority of the outstanding voting shares of the Sub-Trust, as defined in the Investment Company Act;

WHEREAS, the Trust’s Board of Trustees (the "Trustees") have determined, on behalf of the Sub-Trust, that it is in the best interests of the Sub-Trust and its shareholders to liquidate and dissolve the Sub-Trust; and

WHEREAS, at a meeting of the Trust’s Trustees on May 22, 2007, this Plan as the method of liquidating and dissolving the Sub-Trust in accordance with applicable provisions of Massachusetts law and the Trust’s Master Trust Agreement, including but not limited to Article IV, Section 4.2(d) of the Master Trust Agreement, was considered and adopted;

~~NOW, THEREFORE, the liquidation and dissolution of the Sub-Trust shall be carried out in the manner hereinafter set forth.~~

1. Effective Date of Plan. This Plan shall become effective with respect to the Sub-Trust on May 22, 2007 (the "Effective Date"). This Plan shall not become effective if it has not been adopted by a majority of the Trustees of the Trust.

~~2. Liquidation. As soon as practicable following the Effective Date, the Sub-Trust shall be liquidated in accordance with Section 331 of the Code (the "Liquidation").~~

3. Cessation of Business. Upon the Effective Date, the Sub-Trust shall not engage in any business activities, except for the purposes of winding up its business and affairs, and shall distribute the Sub-Trust’s assets to its shareholders in accordance with the provisions of this Plan; provided, however, that the Sub-Trust may continue to carry on its activities as an investment company, as described in its current prospectus, with regard to its existing shareholders and assets, until the final liquidating distribution to its shareholders has been made.

4. Restriction of Transfer and Redemption of Shares. The proportionate interests of shareholders in the assets of the Sub-Trust shall be fixed on the basis of their respective shareholdings at the close of business on October 23, 2007. On such date, the books of the Sub-Trust shall be closed. Thereafter, unless the books are reopened because the Plan cannot be carried into effect under the laws of the Commonwealth of Massachusetts or otherwise, the shareholders' respective interests in the Sub-Trust’s assets shall not be transferable or redeemable.

5. Liquidation of Assets. As soon as it is reasonable and practicable after the Effective Date, but in no event later than October 31, 2007 (the "Liquidation Period"), all portfolio securities of the Sub-Trust not already converted to cash or cash equivalents shall be converted to cash or cash equivalents.

6. Liabilities. During the Liquidation Period, the Sub-Trust shall pay, discharge, or otherwise provide for the payment or discharge of, any and all liabilities and obligations of the Sub-Trust. If the Sub-Trust is unable to pay, discharge or otherwise provide for any liabilities of the Sub-Trust during the Liquidation Period, the Sub-Trust may (i) retain cash or cash equivalents in an amount that it estimates is necessary to discharge any unpaid liabilities and obligations of the Sub-Trust on the Sub-Trust’s books as of the Liquidation Date (as defined in paragraph 7), including, but not limited to, income dividends and capital gains distributions, if any, payable for the period prior to the Liquidation Date, and (ii) pay such contingent liabilities as the Trustees shall reasonably deem to exist against the assets of the Sub-Trust on the Sub-Trust’s books.

7. Distribution to Shareholders. Upon termination of the Liquidation Period (the "Liquidation Date"), the Sub-Trust’s assets will be distributed ratably among the Sub-Trust’s shareholders of record in one or more cash payments. The first distribution of the Sub-Trust’s assets is expected to consist of cash representing substantially all the assets of the Sub-Trust, less the amount reserved to pay creditors of the Sub-Trust.

If the Trustees are unable to make distributions to all of the Sub-Trust’s shareholders because of the inability to locate shareholders to whom distributions in cancellation and redemption of Sub-Trust shares are payable, the Trustees may create, in the name and on behalf of the Sub-Trust, a trust with a financial institution and, subject to applicable abandoned property laws, deposit any remaining assets of the Sub-Trust in such trust for the benefit of the shareholders.

8. Receipt of Cash or Other Distributions After the Liquidation Date. Following the Liquidation Date, if the Sub-Trust receives any form of cash or is entitled to any other distributions that it had not recorded on its books on or before the Liquidation Date, except as otherwise described below, such cash or other distribution will be disbursed in the following manner:

~~a. The Trust will determine the shareholders of record of the Sub-Trust as of the Effective Date of the Plan.~~

b. The Trust will then identify the shareholders of record as of the Effective Date who would be entitled to a pro rata share of the cash or distribution received by the Sub-Trust (net of all expenses associated with effecting the disposition of such cash or distribution).

~~c. The Trust will then be responsible for disbursing to each such shareholder of record, identified in accordance with paragraph 8.b above, their pro rata portion of the cash.~~

d. If there are no shareholders entitled to receive such proceeds, any cash or distribution will be distributed proportionately among the remaining Sub-Trust of the Trust based on the net assets of each Sub-Trust.

9. Satisfaction of Federal Income and Excise Tax Distribution Requirements. At or immediately prior to the Liquidation Date, the Sub-Trust shall, if necessary, have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the shareholders of the Sub-Trust all of the Sub-Trust’s investment company taxable income for taxable years ending at or prior to the Liquidation Date (computed without regard to any deduction for dividends paid) and all of its net capital gain, if any, realized in taxable years ending at or prior to the Liquidation Date (after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods.

10. Powers of Trustees. The Trust’s Trustees and, subject to the direction of the Trustees, its officers shall have authority to do or authorize any or all acts as provided for in this Plan and any and all such further acts as they may consider necessary or desirable to carry out the purposes of the Plan, including, without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms and other papers which may be necessary or appropriate to implement the Plan or which may be required by the provisions of the Investment Company Act or any other applicable laws. The death, resignation or disability of any Trustee or any officer of the Trust shall not impair the authority of the surviving or remaining Trustees or officers to exercise any of the powers provided for in the Plan.

11. Amendment of Plan. The Trustees shall have the authority at any time to authorize variations from or amendments to the provisions of the Plan as may be necessary or appropriate to effect the liquidation of the Sub-Trust, and the distribution of the Sub-Trust’s net assets to its shareholders in accordance with the laws of the Commonwealth of Massachusetts, the Investment Company Act, the Code, and the Master Trust Agreement, if the Trustees determine that such action would be advisable and in the best interests of the Sub-Trust and its shareholders.

12. Termination of Plan. This Plan and the transactions contemplated hereby may be terminated and abandoned by resolution of the Trust’s Trustees at any time prior to the Liquidation Date if circumstances should develop that, in the opinion of the Trustees in their sole discretion, make proceeding with this Plan inadvisable for the Sub-Trust.

13. Filings. As soon as practicable after the final distribution of the Sub-Trust’s assets to shareholders, the Trust shall file notice of liquidation and dissolution of the Sub-Trust and any other documents as are necessary to effect the liquidation and dissolution of the Sub-Trust in accordance with the requirements of the Trust’s Master Trust Agreement, Massachusetts law, the Code, any applicable securities laws, and any rules and regulations of the U.S. Securities and Exchange Commission or any state securities commission, including, without limitation, withdrawing any qualification to conduct business in any state in which the Sub-Trust is so qualified, as well as the preparation and filing of any tax returns, including, but not limited to the Sub-Trust’s final income tax returns, Forms 966, 1096 and 1099.

14. Further Assurances. The Trust shall take such further action, prior to, at, and after the Liquidation Date, as may be necessary or desirable and proper to consummate the transactions contemplated by this Plan.

~~15. Governing Law. This Plan shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts.~~

This Plan of Liquidation and Dissolution of Sub-Trust (the "Plan") is made by Russell Investment Company (the "Trust"), a Massachusetts business trust, with respect to Tax Free Money Market Fund (the "Sub-Trust"), a separate series of shares of beneficial interest, and a segregated portfolio of assets, of the Trust. The Sub-Trust is a series of an investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"). This Plan is intended to accomplish the complete liquidation and dissolution of the Sub-Trust in conformity with all provisions of Massachusetts law, the Investment Company Act, the Internal Revenue Code of 1986, as amended (the "Code"), and the Trust’s Amended and Restated Master Trust Agreement dated the 19th day of August, 2002, (the "Master Trust Agreement").

~~NOW, THEREFORE, the liquidation and dissolution of the Sub-Trust shall be carried out in the manner hereinafter set forth.~~

~~2. Liquidation. As soon as practicable following the Effective Date, the Sub-Trust shall be liquidated in accordance with Section 331 of the Code (the "Liquidation").~~

~~a. The Trust will determine the shareholders of record of the Sub-Trust as of the Effective Date of the Plan.~~

~~c. The Trust will then be responsible for disbursing to each such shareholder of record, identified in accordance with paragraph 8.b above, their pro rata portion of the cash.~~

~~15. Governing Law. This Plan shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts.~~

~~The undersigned, having received~~ Notice of ~~the~~ Special Meeting of Shareholders ~~of Russell Investment Company to be held on October 3, 2007,~~and Joint Proxy Statement is available at ~~10:00 a.m., Pacific Time, at the offices of Russell Investment Company located at 909 A Street, Tacoma, Washington and the related proxy statement, and~~www.proxyvote.com. EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! CONTINUED ON REVERSE SIDE M64364-TBD PROXY RUSSELL INVESTMENT FUNDS PROXY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 15, 2014 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned, revoking previous proxies, hereby ~~revoking all Proxies heretofore given with respect to shares to be voted at the Special Meeting, hereby appoints each of~~appoint(s) Mary Beth Rhoden ~~Gregory Lyons,~~Albaneze, Jessica Gates, Mark Swanson and ~~David Craig, or any of them, as Proxies of the undersigned with power to act without the others and~~Kari Seabrands, each with full power of substitution and revocation, to vote ~~on behalf of the undersigned as indicated on this proxy card~~ all ~~of the~~ shares ~~of any Fund~~ of Russell Investment ~~Company~~Funds (“RIF”) (the “Trust”), which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Trust to be held at 1:00 p.m., Paci?c time, on April 15, 2014 at the of?ces of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, and at any adjournment thereof. All powers may be exercised by two or ~~postponement thereof,~~more of said proxy holders or substitutes voting or acting or, if only one votes and acts, by that one. This proxy shall be voted on the proposal described in the Joint Proxy Statement as ~~fully as~~speci?ed on the ~~undersigned would be entitled~~reverse side. Receipt of the Notice of Special Meeting of Shareholders and the accompanying Joint Proxy Statement is hereby acknowledged. PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU ATTEND.

PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. 3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M64365-TBD KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY For All Withhold All Except For All (To withhold authority to vote ~~if personally present.~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Shares will be voted as you specify.~~for a speci?c nominee, The Board of Trustees of the Trust unanimously recommends that mark “For All Except” and write the nominee’s you vote “FOR” the election of the nominee. number on the line below.) 1. Election of Trustee: ! ! ! 01) Katherine W. Krysty This proxy will, when properly executed, be voted as directed herein by the signing shareholder(s). If no contrary direction is given when the duly executed proxy is returned, this proxy will be voted FOR each proposal. IF THIS PROXY CARD IS SIGNED, DATED AND RETURNED WITH NO CHOICE INDICATED AS TO ONE OR MORE PROPOSALS ON WHICH SHARES REPRESENTED BY THIS PROXY CARD ARE ENTITLED TO BE VOTED, SUCH SHARES SHALL BE VOTED~~FOR~~ ~~EACH PROPOSAL. The Proxies are authorized~~nominee and will be voted in ~~their~~the appointed proxies’ discretion ~~to transact~~upon such other business as may properly come before the Meeting. Note: Please date and sign exactly as the name appears on this proxy card. When shares are held by joint tenants, at least one holder should sign. When signing in a ?duciary capacity, such as executor, administrator, trustee, attorney, guardian etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting: The Notice of Special Meeting orof Shareholders and Joint Proxy Statement is available at www.proxyvote.com. EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! CONTINUED ON REVERSE SIDE M64366-TBD PROXY RUSSELL EXCHANGE TRADED FUNDS TRUST PROXY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 15, 2014 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned, revoking previous proxies, hereby appoint(s) Mary Beth Rhoden Albaneze, Jessica Gates, Mark Swanson and Kari Seabrands, each with full power of substitution and revocation, to vote all shares of Russell Exchange Traded Funds Trust (the “Trust”), which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Trust to be held at 1:00 p.m., Paci?c time, on April 15, 2014 at the of?ces of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, and at any adjournment thereof. All powers may be exercised by two or ~~postponement thereof.~~more of said proxy holders or substitutes voting or acting or, if only one votes and acts, by that one. This proxy shall be voted on the proposal described in the Joint Proxy Statement as speci?ed on the reverse side. Receipt of the Notice of Special Meeting of Shareholders and the accompanying Joint Proxy Statement is hereby acknowledged. PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU ATTEND.


~~VOTE VIA TELEPHONE: 1-866-241-6192~~
~~VOTE VIA THE INTERNET: https://vote.proxy-direct.com~~
~~999 9999 9999 999~~
~~NOTE:~~ Please sign exactly as your name appears on this Proxy Card and date. If signing for estates, trusts or corporations, title or capacity should be stated. If shares are held jointly, each holder should sign.


~~Signature~~


~~Signature (if held jointly)~~


~~Date~~				~~RIC_17636~~

PROXY TABULATOR P.O. BOX 9112 FARMINGDALE, NY 11735 To vote by Internet 1) Read ~~your proxy statement~~the Proxy Statement and have itthe proxy card below at ~~hand when voting.~~

~~Please~~hand. 2) Go to website www.proxyvote.com 3) Follow the instructions provided on the website. To vote by ~~filling in~~Telephone 1) Read the Proxy Statement and have the proxy card below at hand. 2) Call 1-800-690-6903 3) Follow the instructions. To vote by Mail 1) Read the Proxy Statement. 2) Check the appropriate box on the proxy card below. ~~If you do not mark one or more proposals, your Proxy will be votedFOR~~ ~~each such proposal.~~

~~PLEASE~~3) Sign and date the proxy card. 4) Return the proxy card in the envelope provided. TO VOTE, MARK ~~BOXES~~BLOCKS BELOW IN BLUE OR BLACK INK AS ~~FOLLOWS. Example:~~ n

~~Instruction: To~~FOLLOWS: M64367-TBD KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY For All Withhold All Except For All (To withhold authority to vote for ~~any individual~~a speci?c nominee, The Board of Trustees of the Trust unanimously recommends that mark ~~the~~ “For All Except” ~~box~~ and write the ~~number and name~~nominee’s you vote “FOR” the election of ~~any such nominee~~each of the nominees. number on the line ~~provided. _______________________________________________________________~~below.) 1. Election of Trustees: ! ! ! 01) Sandra Cavanaugh 02) Cheryl Burgermeister 03) Katherine W. Krysty This proxy will, when properly executed, be voted as directed herein by the signing shareholder(s). If no contrary direction is given when the duly executed proxy is returned, this proxy will be voted FOR each nominee and will be voted in the appointed proxies’ discretion upon such other business as may properly come before the Meeting. The Board of Trustees of the Trust unanimously recommends that you vote “FOR” the reclassi?cation of the investment objective of each fund from “fundamental” to “non-fundamental”. For Against Abstain 2. To approve the reclassification of the investment objective of the Fund from “fundamental” to “non-fundamental” ! ! ! (the “Proposed Reclassi?cations”). Note: Please date and sign exactly as the name appears on this proxy card. When shares are held by joint tenants, at least one holder should sign. When signing in a ?duciary capacity, such as executor, administrator, trustee, attorney, guardian etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature [Joint Owners] Date

¨ ~~To vote all Funds FOR;~~ ¨ ~~to vote all Funds AGAINST;~~ ¨ ~~to ABSTAIN votes~~Important Notice Regarding the Availability of Proxy Materials for ~~all Funds; or vote separately by Fund below.~~

¨ ~~To vote all Funds FOR;~~ ¨ ~~to vote all Funds AGAINST;~~ ¨ ~~to ABSTAIN votes for all Funds; or vote separately by Fund below.~~

the Shareholder Meeting: The Notice of Special Meeting of Shareholders and Joint Proxy Statement is available at www.proxyvote.com. EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! CONTINUED ON REVERSE SIDE M64368-TBD PROXY RUSSELL INVESTMENT COMPANY PROXY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 15, 2014 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned, revoking previous proxies, hereby appoint(s) Mary Beth Rhoden Albaneze, Jessica Gates, Mark Swanson and Kari Seabrands, each with full power of substitution and revocation, to vote all shares of Russell Investment Company (“RIC”) (the “Trust”) which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Trust to be held at 1:00 p.m., Paci?c time, on April 15, 2014 at the of?ces of Russell Investments, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, and at any adjournment thereof. All powers may be exercised by two or more of said proxy holders or substitutes voting or acting or, if only one votes and acts, by that one. This proxy shall be voted on the proposals described in the Joint Proxy Statement as speci?ed on the reverse side. Receipt of the Notice of Special Meeting of Shareholders and the accompanying Joint Proxy Statement is hereby acknowledged. PLEASE DATE, SIGN ~~DATE~~ AND RETURN ~~YOUR PROXY CARD TODAY!~~PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU ATTEND.


~~Proposal 1:~~		~~To elect eight members of the Board of Trustees of the Trust.~~

~~Proposal 2:~~		~~To approve certain changes to the Liquidation Provision of the Amended and Restated Master Trust Agreement of the Trust.~~

~~Proposal 3:~~		~~To approve certain changes to the Reorganization Provision of the Amended and Restated Master Trust Agreement of the Trust.~~

~~Proposal 4:~~		~~To approve a change in status of the Real Estate Securities Fund from a “diversified company” to a “non-diversified company”.~~

~~Proposal 5:~~		~~To approve the Liquidation of US Government Money Market Fund.~~

~~Proposal 6:~~		~~To approve the Liquidation of Tax Free Money Market Fund.~~


		~~PAGE~~
~~Questions and Answers About the Special Meeting and the Proxy Statement~~		1
~~Proposal 1:~~	~~Election of Trustees to the Board of Trustees of the Trust~~	3
~~Proposal 2:~~	~~Approval of Changes to the Liquidation Provision of the Master Trust Agreement~~	11
~~Proposal 3:~~	~~Approval of Changes to the Reorganization Provision of the Master Trust Agreement~~	13
~~Proposal 4:~~	~~Approval of Change in Status of Real Estate Securities Fund from a “Diversified Company” to a “Non-Diversified Company”~~	15
~~Proposal 5:~~	~~Approval of Liquidation of US Government Money Market Fund~~	17
~~Proposal 6:~~	~~Approval of Liquidation of Tax Free Money Market Fund~~	20
~~Other Business~~		23
~~Information about the Trust~~		23
~~Further Information~~		25
~~Nominating and Governance Committee Charter~~		~~Appendix A~~
~~List of Names and Addresses of Money Managers~~		~~Appendix B~~
~~Beneficial Owners of the Funds~~		~~Appendix C~~
~~Shares Outstanding~~		~~Appendix D~~
~~Current Liquidation Provision of the Master Trust Agreement~~		~~Appendix E~~
~~Current Reorganization Provision of the Master Trust Agreement~~		~~Appendix F~~
~~Plan of Liquidation of US Government Money Market Fund~~		~~Appendix G~~
~~Plan of Liquidation of Tax Free Money Market Fund~~		~~Appendix H~~


	~~PROPOSAL~~	~~SHAREHOLDERS SOLICITED~~
1.	~~To elect eight members of the Board of Trustees of the Trust.~~	~~All Funds.~~

2.	~~To approve changes to the Liquidation Provision of the Amended and Restated Master Trust Agreement.~~	~~All Funds, except the Global Equity Fund.~~

3.	~~To approve changes to the Reorganization Provision of the Amended and Restated Master Trust Agreement.~~	~~All Funds, except the Global Equity Fund, 2010 Strategy Fund, 2020 Strategy Fund, 2030 Strategy Fund, and 2040 Strategy Fund.~~

4.	~~To approve a change in status of Real Estate Securities Fund from a “diversified company” to a “non-diversified company”.~~	~~Real Estate Securities Fund only.~~

5.	~~To approve the liquidation of US Government Money Market Fund.~~	~~US Government Money Market Fund only.~~

6.	~~To approve the liquidation of Tax Free Money Market Fund.~~	~~Tax Free Money Market Fund only.~~


Corporate Accounts		Valid Signature
ABC Corp.		ABC Corp. (by John Doe, Treasurer)
ABC Corp.		John Doe, Treasurer
ABC Corp. c/o John Doe, Treasurer.		John Doe
ABC Corp. Profit Sharing Plan.		John Doe, Trustee

Trust Accounts
ABC Trust		Jane B. Doe, Trustee
Jane B. Doe, Trustee u/t/d 12/28/78		Jane B. Doe

Custodial or Estate Accounts
John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA		John B. Smith
John B. Smith		John B. Smith, Jr., Executor


DISCUSSION OF PROPOSALS			6
PROPOSAL 1: ELECTION OF TRUSTEES TO THE BOARD			6
Who are the Trustee Nominees?			6
Interested Trustee Nominee			6
Independent Trustee Nominees			7
Additional Information about the Trustee Nominees			7
How Long Do Trustees Serve on the Board?			8
What are the Board’s Responsibilities?			9
What are the Board’s Standing Committees?			9
How Does the Board of Trustees Oversee Risk?			10
How Often Does the Board Meet?			11
Are the Trustees and Officers of the Trusts Paid for Their Services to the Trusts?			11
Do the Trustee Nominees Own Fund Shares?			12
How Should I Vote on the Proposal?			12
PROPOSAL 2: APPROVAL OF RECLASSIFICATION OF THE INVESTMENT OBJECTIVES OF CERTAIN FUNDS FROM “FUNDAMENTAL” TO “NON-FUNDAMENTAL”			12
Information About the Proposed Reclassifications			12
What are the Effects of Reclassifying Each Investment Objective?			13
The Funds’ Current Fundamental Investment Objectives			13
How Should I Vote on the Proposal?			14
OTHER INFORMATION			14
Current Trustees of the Trusts			14
Officers of the Trust			17
Service Providers			18
Independent Registered Public Accounting Firm			20
Principal Holders and Ownership by Officers and Trustees			22
Other Matters to Come before the Special Meeting			22
Householding			22
Shareholder Communications with the Board of Trustees			23
SHAREHOLDER PROPOSALS			23
Massachusetts State Law Considerations			23
VOTING INFORMATION			23
Requirement of a Quorum and Vote Needed			23
Solicitation of Proxies			24
Adjournments			24
Costs of the Special Meeting			25
Additional Information			25
INDEX TO EXHIBITS TO JOINT PROXY STATEMENT			26

Exhibit A – Audit Committee Charter
Exhibit B – Audit and Non-Audit Services Pre-Approval Policy
Exhibit C – Nominating and Governance Committee Charter

¨
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨		Definitive proxy statement

¨		Definitive additional materials

¨		Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12


¨		Fee computed on table below per Exchange Act Rules 14a-6(i)~~(1)~~(4) and 0-11.


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


		~~By Order of the Board of Trustees,~~

~~Tacoma, Washington~~		~~Gregory J. Lyons~~
~~July [ ], 2007~~		~~Secretary~~


Name:		Sandra Cavanaugh*
Date of Birth:		May 10, 1954
Address:		1301 Second Avenue, 18th Floor, Seattle, WA 98101
Position(s) Held with the Trust:		President and Chief Executive Officer, Trustee
Term of Office:		President and Chief Executive Officer of the Trusts until successor is chosen and qualified by Trustees; Trustee of the Trusts appointed until successor is duly elected and qualified
Length of Time Served:		Trustee of RIC and RIF Since 2010; Trustee of RET since 2012 President and Chief Executive Officer of RIC and RIF since 2010 President and Chief Executive Officer of RET since 2012
Number of Funds in the Fund Complex Overseen:		47
Principal Occupation(s) During the Past Five Years:		President and CEO RIC, RIF and RET; Chairman of the Board, Co-President and CEO, Russell Financial Services, Inc. (“RFS”); Chairman of the Board, President and CEO, Russell Fund Services Company (“RFSC”); Director, RIMCo; Chairman of the Board, President and CEO, Russell Insurance Agency, Inc. (“RIA”) (insurance agency); May 2009 to December 2009, Executive Vice President, Retail Channel, SunTrust Bank; 2007 to January 2009, Senior Vice President, National Sales – Retail Distribution, JPMorgan Chase/Washington Mutual, Inc. (investment company)
Other Directorships Held During the Past Five Years:		None


Name:		Cheryl Burgermeister
Date of Birth:		June 26, 1951
Address:		1301 Second Avenue, 18th Floor, Seattle, WA 98101
Position(s) Held with the Trust:		Trustee
Term of Office:		Until successor is duly elected and qualified
Length of Time Served:		Trustee of RIC, RIF and RET Since 2012
Number of Funds in the Fund Complex Overseen:		47
Principal Occupation(s) During the Past Five Years:		Retired Trustee and Chairperson of Audit Committee, Select Sector SPDR Funds (investment company) Trustee and Finance Committee Member/Chairman, Portland Community College (charitable organization)
Other Directorships Held During the Past Five Years:		Trustee and Chairperson of Audit Committee, Select Sector SPDR Funds (investment company) Trustee, ALPS Series Trust (investment company)


Name:		Katherine W. Krysty
Date of Birth:		December 3, 1951
Address:		1301 Second Avenue, 18th Floor, Seattle, WA 98101
Position(s) Held with the Trust:		Trustee
Term of Office:		Until successor is duly elected and qualified
Length of Time Served:		Trustee of RIC, RIF and RET Since 2014
Number of Funds in the Fund Complex to be Overseen:		47
Principal Occupation(s) During the Past Five Years:		Retired Until February 2013, President Emerita, Laird Norton Wealth Management (investment company) April 2003 to December 2010, Chief Executive Officer of Laird Norton Wealth Management (investment company)
Other Directorships Held During the Past Five Years:		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~~
~~Greg J. Stark,~~ ~~Born May 3, 1968~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~President and Chief Executive Officer since 2004~~	~~Until~~ ~~successor is~~ ~~chosen and~~ ~~qualified by~~ ~~Trustees~~	~~• President and CEO, RIC and RIF~~ ~~• Chairman of the Board, President~~ ~~and CEO, RIMCo~~ ~~• Chairman of the Board,~~ ~~President and CEO, RFD~~ ~~• Chairman of the Board and~~ ~~President, Russell Insurance~~ ~~Agency, Inc. (insurance agency~~ ~~(“RIA”))~~ ~~• Until 2004, Managing Director of~~ ~~Individual Investor Services,~~ ~~FRC~~ ~~• 2000 to 2004, Managing~~ ~~Director, Sales and Client~~ ~~Service, RIMCo~~	44	~~None~~
* Each Trustee is subject to mandatory retirement at age 72.

~~Nominees for Election as Independent Trustees~~
~~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~~
~~INDEPENDENT TRUSTEES~~
~~Thaddas L. Alston~~ ~~Born April 7, 1945~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~Trustee since~~ ~~2006~~	~~Appointed until~~ ~~successor is~~ ~~duly elected~~ ~~and qualified~~	~~• Senior Vice President, Larco~~ ~~Investments, Ltd.~~	44	~~None~~

~~Kristianne Blake,~~ ~~Born January 22, 1954~~ ~~909 A Street~~ ~~Tacoma, Washington~~ ~~98402-1616~~	~~• Trustee since~~ ~~2000~~ ~~• Chairperson~~ ~~since 2005~~	~~• Appointed until~~ ~~successor is~~ ~~duly elected~~ ~~and qualified~~ ~~• Annual~~	~~• President, Kristianne Gates~~ ~~Blake, P.S. (accounting~~ ~~services)~~ ~~• Director and Chairman of the~~ ~~Audit Committee, Avista~~ ~~Corp.~~ ~~• Trustee and Chairman of the~~ ~~Operations and Distribution~~ ~~Committee, WM Group of~~ ~~Funds, 1999-2006~~ ~~• February 2002 to June 2005,~~ ~~Chairman of the Audit~~ ~~Committee, RIC and RIF~~ ~~• Regent, University of~~ ~~Washington~~	44	~~• Director,~~ ~~Avista Corp;~~ ~~• Trustee,~~ ~~Principal~~ ~~Investors Fund~~ ~~(investment~~ ~~company);~~ ~~• Trustee,~~ ~~Principal~~ ~~Variable~~ ~~Contracts Fund~~ ~~(investment~~ ~~company)~~


	AGGREGATE COMPENSATION FROM RIC		PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF RIC EXPENSES		ESTIMATED ANNUAL BENEFITS UPON RETIREMENT		TOTAL COMPENSATION FROM RIC AND RUSSELL FUND COMPLEX PAID TO TRUSTEES
INTERESTED TRUSTEES
Lynn L. Anderson*	$	0	$	0	$	0	$	0
Michael J. Phillips**	$	0	$	0	$	0	$	0
INDEPENDENT TRUSTEES
Thaddas L. Alston***	$	41,362	$	0	$	0	$	43,000
Kristianne Blake	$	139,880	$	0	$	0	$	145,500
Daniel P. Connealy	$	99,983	$	0	$	0	$	104,000
Jonathan Fine	$	87,966	$	0	$	0	$	91,500
Raymond P. Tennison, Jr.	$	90,369	$	0	$	0	$	94,000
Jack R. Thompson	$	88,446	$	0	$	0	$	92,000
Julie W. Weston	$	94,696	$	0	$	0	$	98,500


Trustee Nominee	Dollar Range of Equity Securities owned in each Fund			Aggregate Dollar Range of Equity Securities To Be Overseen by Nominee in Family of Investment Companies
Sandra Cavanaugh		[	]		[	]
Cheryl Burgermeister		[	]		[	]
Katherine W. Krysty		[	]		[	]


x		Preliminary ~~Proxy Statement~~proxy statement



x		No fee required.


	~~DOLLAR RANGE OF EQUITY~~Fundamental Investment Objective ~~SECURITIES IN EACH FUND~~(Current Approach)	~~AGGREGATE DOLLAR RANGE OF~~ ~~EQUITY~~Non-Fundamental Investment Objective ~~SECURITIES IN ALL REGISTERED~~ ~~INVESTMENT COMPANIES OVERSEEN~~ ~~BY TRUSTEES IN RUSSELL FUND~~ ~~COMPLEX~~(Proposed Approach)
Who must approve changes in a fundamental investment objective?	Board and Shareholders	Board

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

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


~~INTERESTED TRUSTEES~~Fund Name		Current Investment Objective
Russell U.S. Defensive Equity Fund		The Fund seeks to provide long term capital growth.

Russell Investment Grade Bond Fund		The Fund seeks to provide current income and the preservation of capital.

Russell International Developed Markets Fund		The Fund seeks to provide long term capital growth.


Name, Address, and Date of Birth	Position(s) Held with the Fund	~~$50,001-$100,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~Term of Office	~~Over $100,000~~Principal Occupation(s) During Past 5 Years
~~Jonathan Fine~~Cheryl Wichers Born December 16, 1966 1301 Second Avenue, 18th Floor Seattle, WA 98101	Chief Compliance Officer (RIC and RIF since 2005)(RET since 2011)	Until removed by Independent Trustees	Chief Compliance Officer, RIC, RIF and RET; Chief Compliance Officer, RFSC 2005 – Present; Chief Compliance Officer, RIMCo, 2005 – 2011; Chief Compliance Officer, U.S. One Inc.

~~Emerging Markets Fund~~Sandra Cavanaugh ~~Fixed Income III Fund~~Born May 10, 1954 ~~Global Equity Fund~~1301 Second Avenue, ~~International Fund~~18th Floor ~~Money Market Fund~~ ~~Real Estate Securities Fund~~ ~~Select Growth Fund~~ ~~Select Value Fund~~ ~~Equity I Fund~~ ~~Equity II Fund~~ ~~Equity Q Fund~~ ~~Tax Exempt Bond Fund~~ ~~Tax-Managed Large Cap Fund~~ ~~Tax Free Money Market Fund~~Seattle, WA 98101	~~$50,001-$100,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$50,001-$100,000~~ ~~Over $100,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$50,001-$100,000~~ ~~$50,001-$100,000~~ ~~$50,001-$100,00~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$1-$10,000~~President and Chief Executive Officer (RIC and RIF since 2010)(RET since 2012)	~~Over $100,000~~ Until successor is chosen and qualified by Trustees	CEO, U.S. Private Client Services, Russell Investments; President and CEO, RIC, RIF and RET; Chairman of the Board, Co-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 – Retail Distribution, JPMorgan Chase/Washington Mutual, Inc.


Investment Advisory Services

~~Emerging Markets Fund~~• Investment Adviser (RIC & RIF) ~~Real Estate Securities Fund~~ ~~Equity Growth Strategy Fund~~• Investment Manager (RET)		~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~Russell Investment Management Company (“RIMCo”)

Administrator		~~$50,001-$100,000~~ Russell Fund Services Company (“RFSC”)
~~Julie W. Weston~~
Transfer and Dividend Disbursing Agent (RIC & RIF)		~~Fixed Income III Fund~~ ~~International Fund~~ ~~Real Estate Securities Fund~~ ~~Fixed Income I Fund~~ ~~Growth Strategy Fund~~ RFSC

Transfer and Dividend Disbursing Agent (RET)		~~$10,001-$50,000~~ ~~$1-$10,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~ ~~$10,001-$50,000~~State Street Bank and Trust Company (“State Street”)

Custodian and Portfolio Accountant		~~$50,001-$100,000~~ State Street

Distributor (RIC & RIF)		Russell Financial Services, Inc.

Distributor (RET)		ALPS Distributors, Inc.


	Fees		Nature of Services
2012	$	437,500	Tax Services Related to the Trust’s Audit
2013	$	422,400	Tax Services Related to the Trust’s Audit


~~Name of Fund~~		~~Number of Shares Outstanding~~
~~Equity I Fund:~~
~~Class E~~
~~Class I~~
~~Class Y~~

~~Equity II Fund~~
~~Class E~~
~~Class I~~
~~Class Y~~

~~Equity Q Fund~~
~~Class E~~
~~Class I~~
~~Class Y~~

~~Tax-Managed Large Cap Fund~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Tax-Managed Mid & Small Cap Fund~~
~~Class C~~
~~Class E~~
~~Class S~~

~~International Fund~~
~~Class E~~
~~Class I~~
~~Class Y~~

~~Emerging Markets Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Fixed Income I Fund~~
~~Class E~~
~~Class I~~
~~Class Y~~

~~Fixed Income III Fund~~
~~Class E~~
~~Class I~~
~~Class Y~~


~~Name of Fund~~		~~Number of Shares Outstanding~~
~~Money Market Fund~~
~~Class A~~
~~Class S~~

~~Diversified Equity Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Special Growth Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Quantitative Equity Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~

~~International Securities Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Real Estate Securities Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Global Equity Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Diversified Bond Fund~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Short Duration Bond Fund~~
~~Class A~~
~~Class C~~


~~Name of Fund~~		~~Number of Shares Outstanding~~
~~Balanced Strategy Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~
~~Class R1~~
~~Class R2~~
~~Class R3~~

~~Moderate Strategy Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~
~~Class R1~~
~~Class R2~~
~~Class R3~~

~~Conservative Strategy Fund~~
~~Class A~~
~~Class C~~
~~Class E~~
~~Class S~~
~~Class R1~~
~~Class R2~~
~~Class R3~~

~~2010 Strategy Fund~~
~~Class A~~
~~Class E~~
~~Class S~~
~~Class R1~~
~~Class R2~~
~~Class R3~~

~~2020 Strategy Fund~~
~~Class A~~
~~Class E~~
~~Class S~~
~~Class R1~~
~~Class R2~~
~~Class R3~~

~~2030 Strategy Fund~~
~~Class A~~
~~Class E~~
~~Class S~~
~~Class R1~~
~~Class R2~~
~~Class R3~~


~~Name of Fund~~		~~Number of Shares Outstanding~~
~~2040 Strategy Fund~~
~~Class A~~
~~Class E~~
~~Class S~~
~~Class R1~~
~~Class R2~~
~~Class R3~~

~~Tax-Managed Global Equity Fund~~
~~Class C~~
~~Class E~~
~~Class S~~

~~Russell Multi-Manager Principal Protected Fund~~
~~Class A~~
~~Class B~~


~~RUSSELL INVESTMENT COMPANY~~
~~on behalf of US Government Money Market Fund~~

~~By:~~
~~Name:~~
~~Title:~~


~~RUSSELL INVESTMENT COMPANY~~
~~on behalf of Tax Free Money Market Fund~~

~~By:~~
~~Name:~~
~~Title:~~


~~FUND~~		~~FUND~~
~~2010 Strategy~~		~~2020 Strategy~~
~~2030 Strategy~~		~~2040 Strategy~~
~~Balanced Strategy~~		~~Conservative Strategy~~
~~Diversified Bond~~		~~Diversified Equity~~
~~Emerging Markets~~		~~Equity Growth Strategy~~
~~Equity I~~		~~Equity II~~
~~Equity Q~~		~~Fixed Income I~~
~~Fixed Income III~~		~~Global Equity~~
~~Growth Strategy~~		~~International~~
~~International Securities~~		~~Moderate Strategy~~
~~Money Market~~		~~Russell Multi-Manager Principal Protected~~
~~Multistrategy Bond~~		~~Quantitative Equity~~
~~Real Estate Securities~~		~~Select Growth~~
~~Select Value~~		~~Short Duration Bond~~
~~Special Growth~~		~~Tax Exempt Bond~~
~~Tax Free Money Market~~		~~Tax-Managed Global Equity~~
~~Tax-Managed Large Cap~~		~~Tax-Managed Mid & Small Cap~~
~~US Government Money Market~~


¨ ~~To vote~~~~FORall~~ ~~Funds on~~~~all~~ ~~Proposals mark this box. (No other vote is necessary.)~~


	~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
~~Real Estate Securities~~	¨	¨	¨

~~Raymond P. Tennison, Jr.~~Mark E. Swanson
Born November 26, 1963
1301 Second Avenue,
18th Floor
Seattle, WA 98101

Treasurer and Chief Accounting Officer (RIC and RIF since 1998)(RET since 2011)

Until successor is chosen
and qualified by Trustees

~~Equity I~~Treasurer, Chief Accounting Officer and CFO, RIC, RIF and RET; Director, RIMCo, RFSC, RTC and RFS; Global Head of Fund Services, Russell Investments;
~~Equity II~~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

Jeffrey T. Hussey
~~Equity Q Fund~~Born May 2, 1969
~~International Fund~~1301 Second Avenue,
~~Real Estate Securities Fund~~18th Floor
~~Select Value Fund~~
~~Tax Exempt Bond Fund~~
~~Tax Free Money Market Fund~~Seattle, WA 98101

~~Over $100,000~~
~~Over $100,000~~
~~Over $100,000~~
~~Over $100,000~~
~~$50,001-$100,000~~
~~$50,001-$100,000~~
~~$10,001-$50,000~~
~~$1-$10,000~~Chief Investment Officer since 2013

~~Over $100,000~~
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; 2008 to 2013 Chief Investment Officer, Fixed Income, Russell Investments

~~Jack R. Thompson~~Mary Beth Rhoden Albaneze
Born April 25, 1969
1301 Second Avenue,
18th Floor
Seattle, WA 98101

Secretary (RIC and RIF since 2010)(RET since 2011)

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