11/05/2024 | Press release | Distributed by Public on 11/05/2024 05:01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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☐ Preliminary Information Statement |
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Russell Investment Company |
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RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
November 5, 2024
GLOBAL EQUITY FUND
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT REGARDING A RECENT MONEY MANAGER CHANGE
An Information Statement regarding a recent money manager change related to the Global Equity Fund (the "Fund"), a series of Russell Investment Company ("RIC"), is available for your review. This Notice presents only an overview of the more complete Information Statement that is available to you on the internet or by mail. We encourage you to access and review all of the important information contained in the Information Statement.
The Fund is not soliciting proxy or consent authority, but is furnishing an Information Statement pursuant to Rule 14a-16 and 14c-2 under the Securities Exchange Act of 1934, as amended.
The Information Statement details a recent money manager change related to the Fund. Specifically, the Board of Trustees of RIC (the "Board") has approved the selection of Algert Global LLC to serve as a new discretionary money manager to the Fund. This change became effective on September 10, 2024.
RIC's investment adviser is Russell Investment Management, LLC ("RIM"). The Information Statement is being provided to you in lieu of a proxy statement pursuant to the terms of an exemptive order granted to RIM and RIC by the Securities and Exchange Commission. The order permits RIM to hire a money manager at any time, subject to the approval of the Fund's Board, without a shareholder vote. Shareholders of the Fund must be provided with specified information within 90 days of the hiring of any new money manager. The order allows the Fund, in lieu of physical delivery of the Information Statement, to make the Information Statement available online.
The full Information Statement will be available on RIC's website at https://connect.rightprospectus.com/russellinvestments until at least 90 days after this notice was sent to you. A paper or email copy of the full Information Statement or other Fund related information may be obtained, without charge, by calling 1-800-787-7354 or emailing [email protected].
If you want to receive more information regarding this recent money manager change, you may request a paper or email copy of the Information Statement per the instructions above. Requests for a paper copy of the Information Statement must be made by the 90th day after this notice was sent to you in order to receive timely delivery. There is no charge to you for requesting a copy.
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
November 5, 2024
To Shareholders of the Global Equity Fund (the "Fund"):
Enclosed is an Information Statement of Russell Investment Company ("RIC") that details a recent money manager change related to the Fund. Specifically, the Board of Trustees of RIC (the "Board") has approved the selection of Algert Global LLC ("Algert") to serve as a new discretionary money manager to the Fund. This change became effective on September 10, 2024.
The attached Information Statement provides information about Algert, the new portfolio management contract with Algert and the Board's considerations in approving the new portfolio management contract.
Please note that the Fund is not required to obtain shareholder approval for this money manager change. We are not asking you for a proxy and you are requested not to send us a proxy.
If you have any questions regarding the Information Statement, please call 1-800-787-7354. A paper or email copy of the attached Information Statement may be obtained, without charge, by calling 1-800-787-7354.
Sincerely, | ||
Kari Seabrands | ||
Treasurer | ||
Russell Investment Company |
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
INFORMATION STATEMENT
GLOBAL EQUITY FUND
Under the terms of an exemptive order (the "Order") issued by the Securities and Exchange Commission ("SEC"), this document is an Information Statement and is being furnished to shareholders of the Global Equity Fund (the "Fund"), a series of Russell Investment Company ("RIC"). Russell Investment Management, LLC ("RIM") serves as the investment adviser of the Fund.
The Fund allocates most of its assets among the strategies of multiple money managers unaffiliated with RIM. The Fund employs discretionary and non-discretionary money managers. The Fund's discretionary money managers select the individual portfolio securities for the assets assigned to them. The Fund's non-discretionary money managers provide a model portfolio to RIM representing their investment recommendations, based upon which RIM purchases and sells securities for the Fund. RIM manages Fund assets not allocated to discretionary money managers. RIM, as the Fund's adviser, may change the allocation of the Fund's assets at any time. The Order permits RIM to hire a money manager at any time, subject to the approval of the Board of Trustees of RIC (the "Board"), without a shareholder vote. Pursuant to the terms of the Order, the Fund is required to notify its shareholders within 90 days of when a new money manager is hired for the Fund.
Change of Money Manager
On August 27, 2024, the Board authorized the signing of a portfolio management contract to engage Algert Global LLC ("Algert") as a discretionary money manager to manage the investment and reinvestment of a portion of the assets of the Fund assigned to them by RIM.
Portfolio Management Contract
Effective September 3, 2024, RIM, as fiduciary for RIC, entered into a new portfolio management contract with Algert. The contract will continue until May 31, 2026. Thereafter, the contract will continue in effect for successive annual periods if its continuance has been specifically approved at least annually by RIC's Board, including the affirmative vote of a majority of the Trustees who are not parties to the contract, or "interested persons" (as defined in the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of considering such approval. The contract is automatically terminated if assigned. The contract may be terminated without payment of any penalty by RIM or RIC immediately upon written notice to Algert and by Algert upon 90 days' written notice to RIM.
Board Approval of Portfolio Management Contract
In evaluating the portfolio management contract with Algert, the Board considered that the Fund, in employing a manager-of-managers method of investment, operates in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an advisory fee is paid by the investment company to its adviser which in turn, employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser's style and investment philosophy. In the case of the Fund, an advisory fee is paid by the Fund to RIM which in turn compensates the money manager firms hired to make specific securities selections or recommendations.
The Board considered that RIM (rather than any money manager) is responsible under the investment advisory agreement for determining, implementing and maintaining the investment program for the Fund. Assets of the Fund generally have been allocated among the strategies of multiple money managers.
RIM is responsible for selecting, subject to Board approval, money managers for the Fund and for actively managing allocations and reallocations of assets among the money managers' strategies. The Board has been advised that RIM's goal is to construct and manage diversified portfolios in a risk aware manner. Each money manager for the Fund in effect performs the function of an individual portfolio manager who is responsible for selecting or recommending portfolio securities for the portion of the Fund assigned to it by RIM (each, a ''segment'') in accordance with the Fund's applicable investment objective, policies and restrictions, any constraints placed by RIM upon its selection or recommendation of
portfolio securities and the money manager's specified role in the Fund. RIM is responsible for communicating performance expectations to each money manager; supervising compliance by each money manager with the Fund's investment objective and policies; authorizing money managers to engage in or recommend certain investment strategies for the Fund; and recommending annually to the Board whether portfolio management contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of portfolio management contracts, RIM is responsible for recommending to the Board the additions of new money managers or terminations or replacements of existing money managers at any time when, based on RIM's research and ongoing review and analysis, such actions are appropriate. RIM may impose specific investment constraints from time to time for each money manager intended to capitalize on the strengths of that money manager or to coordinate the investment activities of money managers for the Fund in a complementary manner. Therefore, RIM's selection of money managers is made not only on the basis of performance considerations but also on anticipated compatibility with other money managers in the Fund. In light of the foregoing, the overall performance of the Fund over appropriate periods reflects, in great part, the performance of RIM in designing the Fund's investment program, structuring the Fund, selecting an effective money manager with a particular investment style or sub-style for a segment that is complementary to the styles of the money managers of other Fund segments, and allocating assets among the money managers' strategies in a manner designed to achieve the objectives of the Fund.
The Board considered that the prospectus for the Fund and other public disclosures emphasize to investors RIM's role as the principal investment manager for the Fund, rather than the investment selection or recommendation role of the Fund's money managers, and describe the manner in which the Fund operates so that investors may take that information into account when deciding to purchase shares of the Fund.
At a meeting held on August 27, 2024, the Board received a proposal from RIM to approve a new portfolio management contract between RIM and Algert. The Trustees approved the terms of the proposed portfolio management contract with Algert based upon RIM's recommendation to hire the money manager at the proposed fee rate; information as to the reason for the proposed change; information as to the money manager's role in the management of the Fund's investment portfolio (including the amount of Fund assets to be allocated to the new money manager) and RIM's evaluation of the anticipated quality of the investment advisory services to be provided by the money manager; information as to any significant business relationships between the money manager and RIM or Russell Investments Financial Services, LLC, the Fund's underwriter; the Fund's Chief Compliance Officer's evaluation of the money manager's compliance program, policies and procedures in relation to the money manager's role in the management of the Fund's investment portfolio, and certification that they were consistent with applicable legal standards; RIM's explanation as to the lack of relevance of money manager profitability to the evaluation of portfolio management contracts with money managers because the willingness of the money manager to serve in such capacity depends upon arm's-length negotiations with RIM; RIM's awareness of the standard fee rates charged by the money manager to other clients; RIM's belief that the proposed money manager fees would be reasonable in light of the anticipated quality of investment advisory services to be rendered; and the expected costs of transitioning Fund assets. The Trustees considered information provided by RIM that, based on Fund assets of approximately $1,855 billion (as of March 31, 2024), the proposed changes including any changes to the target allocation of Fund assets among the Fund's money managers and RIM would decrease by approximately $168,955 the aggregate money manager fees to be paid by RIM from its investment advisory fee as a result of the engagement of the money manager and, as a result, increase its profitability from its relationship with the Fund. The Trustees' approval also reflected their findings at prior meetings, including their May 20, 2024 meeting, where the Fund's existing advisory agreement with RIM was approved, as well as information received throughout the course of the year, regarding the reasonableness of the aggregate investment advisory fees paid by the Fund, and the fact that the aggregate investment advisory fees paid by the Fund would not increase as a result of the implementation of the proposed money manager change because the money manager's investment advisory fees are paid by RIM.
Compensation
Under its advisory agreement with RIC, RIM receives an advisory fee from the Fund for its services. From its advisory fee, RIM, as agent for RIC, pays all Fund money managers for their investment selection or recommendation services. The remainder of the fee is retained by RIM as compensation for its services and to pay expenses. Quarterly, each Fund money manager, including Algert, is paid a pro rata portion of its annual fee, based on the monthly average of all the assets allocated to it, in the case of discretionary money managers, or the monthly average of all the assets allocated to its strategy, in the case of non-discretionary money managers. The annual rate of the advisory fees payable by the Fund to RIM as a percentage of the average daily net assets of the Fund is 0.950% (estimated to be $14,396,106 based on an assumed average asset level of $1,515,379,562 for the twelve months ended October 31, 2023, RIC's fiscal year end). Prior to the changes described herein, the aggregate annual rate of the advisory fees payable by RIM to the Fund's money managers was approximately 0.142% (estimated to be $2,151,839 based on the same asset level). Giving effect to the changes described in this notice including any changes to the target allocation of Fund assets among the Fund's money managers and RIM, as applicable, the aggregate annual advisory fee payable by RIM to the Fund's money managers would have been approximately 0.133% (estimated to have been $2,015,455 based on the same asset level). Because the
money managers' investment advisory fees are paid by RIM, the aggregate investment advisory fees paid by the Fund to RIM will not increase as a result of the changes described herein.
For the most recently completed fiscal year, the Fund paid no aggregate commissions to brokers affiliated with Algert.
The money managers may use brokerage commissions to pay for soft dollar research services. Any such use will be in accordance with Section 28(e) of the Securities Exchange Act of 1934.
Similar Investment Advisory Relationships
Algert does not act as an investment adviser to other registered U.S. investment companies with investment objectives similar to those of the Fund.
Additional Information About Algert
Algert Global LLC, 101 California Street, Suite 3240, San Francisco, California 94111, is majority owned and controlled by Peter M. Algert and Ryan LaFond.
The names and principal occupations of the principal executive officers and each director or general partner of Algert, all located at 101 California Street, Suite 3240, San Francisco, California 94111, are listed below.
Name | Principal Occupation/Title | |
Peter Algert | Chief Executive Officer & Chief Investment Officer | |
Ryan LaFond | Deputy Chief Investment Officer | |
Steve Tchang | Director of Technology | |
Kris Keltner | Director of Cloud Engineering | |
Pete Comerford | Chief Operating Officer | |
Wendy Shang | Chief Financial Officer & Chief Compliance Officer | |
Scott Draper | Director of Marketing | |
Michael Wolpert | Director of Client Service |
No officers or trustees of RIC are officers, employees, directors, general partners or shareholders of Algert. In addition, since the beginning of RIC's most recently completed fiscal year, no trustee of RIC has had, directly or indirectly, a material interest in any transaction or material proposed transaction to which Algert, its parent entity or subsidiaries or any subsidiaries of the parent of any such entities, was or is to be a party. Since the beginning of RIC's most recently completed fiscal year, none of the Trustees purchased or sold securities of Algert or its parent or subsidiaries.
Related Information
Russell Investment Management, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, provides or oversees the provision of all investment advisory and portfolio management services for the Fund.
Russell Investments Financial Services, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, a wholly-owned subsidiary of RIM, is the principal distributor of Fund shares.
Russell Investments Fund Services, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, a wholly-owned subsidiary of RIM, is the administrator of the Fund.
Additional Information
As permitted by law, only one copy of this Information Statement is being delivered to shareholders residing at the same address, unless such shareholders have notified RIC of their desire to receive multiple copies of the Information Statements RIC sends. If you would like to receive an additional copy, please contact RIC by calling 1-800-787-7354 or writing to 1301 Second Avenue, 18th Floor, Seattle, WA 98101. RIC will then promptly deliver a separate copy of the Information Statements to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of RIC's Information 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 you have any questions about the changes described in this Information Statement or if you wish to obtain a copy of the Fund's annual or semiannual reports to shareholders at no charge, please contact your Russell Investments authorized financial intermediary or RIC, at 1301 Second Avenue, 18th Floor, Seattle, WA 98101 or 1-800-787-7354.
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
November 5, 2024
MULTI-STRATEGY INCOME FUND
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT REGARDING A RECENT MONEY MANAGER CHANGE
An Information Statement regarding a recent money manager change related to the Multi-Strategy Income Fund (the "Fund"), a series of Russell Investment Company ("RIC"), is available for your review. This Notice presents only an overview of the more complete Information Statement that is available to you on the internet or by mail. We encourage you to access and review all of the important information contained in the Information Statement.
The Fund is not soliciting proxy or consent authority, but is furnishing an Information Statement pursuant to Rule 14a-16 and 14c-2 under the Securities Exchange Act of 1934, as amended.
The Information Statement details a recent money manager change related to the Fund. Specifically, the Board of Trustees of RIC (the "Board") has approved the selection of Algert Global LLC to serve as a new discretionary money manager to the Fund. At the same time, the Board approved the termination of Sompo Asset Management as a non-discretionary money manager to the Fund. These changes became effective on September 10, 2024.
RIC's investment adviser is Russell Investment Management, LLC ("RIM"). The Information Statement is being provided to you in lieu of a proxy statement pursuant to the terms of an exemptive order granted to RIM and RIC by the Securities and Exchange Commission. The order permits RIM to hire a money manager at any time, subject to the approval of the Fund's Board, without a shareholder vote. Shareholders of the Fund must be provided with specified information within 90 days of the hiring of any new money manager. The order allows the Fund, in lieu of physical delivery of the Information Statement, to make the Information Statement available online.
The full Information Statement will be available on RIC's website at https://connect.rightprospectus.com/russellinvestments until at least 90 days after this notice was sent to you. A paper or email copy of the full Information Statement or other Fund related information may be obtained, without charge, by calling 1-800-787-7354 or emailing [email protected].
If you want to receive more information regarding this recent money manager change, you may request a paper or email copy of the Information Statement per the instructions above. Requests for a paper copy of the Information Statement must be made by the 90th day after this notice was sent to you in order to receive timely delivery. There is no charge to you for requesting a copy.
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
November 5, 2024
To Shareholders of the Multi-Strategy Income Fund (the "Fund"):
Enclosed is an Information Statement of Russell Investment Company ("RIC") that details a recent money manager change related to the Fund. Specifically, the Board of Trustees of RIC (the "Board") has approved the selection of Algert Global LLC ("Algert") to serve as a new discretionary money manager to the Fund. At the same time, the Board approved the termination of Sompo Asset Management as a non-discretionary money manager to the Fund. These changes became effective on September 10, 2024.
The attached Information Statement provides information about Algert, the new portfolio management contract with Algert and the Board's considerations in approving the new portfolio management contract.
Please note that the Fund is not required to obtain shareholder approval for this money manager change. We are not asking you for a proxy and you are requested not to send us a proxy.
If you have any questions regarding the Information Statement, please call 1-800-787-7354. A paper or email copy of the attached Information Statement may be obtained, without charge, by calling 1-800-787-7354.
Sincerely, | ||
Kari Seabrands | ||
Treasurer | ||
Russell Investment Company |
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
INFORMATION STATEMENT
MULTI-STRATEGY INCOME FUND
Under the terms of an exemptive order (the "Order") issued by the Securities and Exchange Commission ("SEC"), this document is an Information Statement and is being furnished to shareholders of the Multi-Strategy Income Fund (the "Fund"), a series of Russell Investment Company ("RIC"). Russell Investment Management, LLC ("RIM") serves as the investment adviser of the Fund.
The Fund allocates most of its assets among the strategies of multiple money managers unaffiliated with RIM. The Fund employs discretionary and non-discretionary money managers. The Fund's discretionary money managers select the individual portfolio securities for the assets assigned to them. The Fund's non-discretionary money managers provide a model portfolio to RIM representing their investment recommendations, based upon which RIM purchases and sells securities for the Fund. RIM manages Fund assets not allocated to discretionary money managers. RIM, as the Fund's adviser, may change the allocation of the Fund's assets at any time. The Order permits RIM to hire a money manager at any time, subject to the approval of the Board of Trustees of RIC (the "Board"), without a shareholder vote. Pursuant to the terms of the Order, the Fund is required to notify its shareholders within 90 days of when a new money manager is hired for the Fund.
Change of Money Manager
On August 27, 2024, the Board authorized the signing of a portfolio management contract to engage Algert Global LLC ("Algert") as a discretionary money manager to manage the investment and reinvestment of a portion of the assets of the Fund assigned to them by RIM. On that same date, the Board also authorized the termination of a similar portfolio management contract with Sompo Asset Management ("Sompo") as a non-discretionary money manager to the Fund. On September 10, 2024, the portfolio management contract with Sompo was terminated.
Portfolio Management Contract
Effective September 3, 2024, RIM, as fiduciary for RIC, entered into a new portfolio management contract with Algert. The contract will continue until May 31, 2026. Thereafter, the contract will continue in effect for successive annual periods if its continuance has been specifically approved at least annually by RIC's Board, including the affirmative vote of a majority of the Trustees who are not parties to the contract, or "interested persons" (as defined in the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of considering such approval. The contract is automatically terminated if assigned. The contract may be terminated without payment of any penalty by RIM or RIC immediately upon written notice to Algert and by Algert upon 90 days' written notice to RIM.
Board Approval of Portfolio Management Contract
In evaluating the portfolio management contract with Algert, the Board considered that the Fund, in employing a manager-of-managers method of investment, operates in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an advisory fee is paid by the investment company to its adviser which in turn, employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser's style and investment philosophy. In the case of the Fund, an advisory fee is paid by the Fund to RIM which in turn compensates the money manager firms hired to make specific securities selections or recommendations.
The Board considered that RIM (rather than any money manager) is responsible under the investment advisory agreement for determining, implementing and maintaining the investment program for the Fund. Assets of the Fund generally have been allocated among the strategies of multiple money managers.
RIM is responsible for selecting, subject to Board approval, money managers for the Fund and for actively managing allocations and reallocations of assets among the money managers' strategies. The Board has been advised that RIM's goal is to construct and manage diversified portfolios in a risk aware manner. Each money manager for the Fund in effect performs the function of an individual portfolio manager who is responsible for selecting or recommending portfolio
securities for the portion of the Fund assigned to it by RIM (each, a ''segment'') in accordance with the Fund's applicable investment objective, policies and restrictions, any constraints placed by RIM upon its selection or recommendation of portfolio securities and the money manager's specified role in the Fund. RIM is responsible for communicating performance expectations to each money manager; supervising compliance by each money manager with the Fund's investment objective and policies; authorizing money managers to engage in or recommend certain investment strategies for the Fund; and recommending annually to the Board whether portfolio management contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of portfolio management contracts, RIM is responsible for recommending to the Board the additions of new money managers or terminations or replacements of existing money managers at any time when, based on RIM's research and ongoing review and analysis, such actions are appropriate. RIM may impose specific investment constraints from time to time for each money manager intended to capitalize on the strengths of that money manager or to coordinate the investment activities of money managers for the Fund in a complementary manner. Therefore, RIM's selection of money managers is made not only on the basis of performance considerations but also on anticipated compatibility with other money managers in the Fund. In light of the foregoing, the overall performance of the Fund over appropriate periods reflects, in great part, the performance of RIM in designing the Fund's investment program, structuring the Fund, selecting an effective money manager with a particular investment style or sub-style for a segment that is complementary to the styles of the money managers of other Fund segments, and allocating assets among the money managers' strategies in a manner designed to achieve the objectives of the Fund.
The Board considered that the prospectus for the Fund and other public disclosures emphasize to investors RIM's role as the principal investment manager for the Fund, rather than the investment selection or recommendation role of the Fund's money managers, and describe the manner in which the Fund operates so that investors may take that information into account when deciding to purchase shares of the Fund.
At a meeting held on August 27, 2024, the Board received a proposal from RIM to approve a new portfolio management contract between RIM and Algert. The Trustees approved the terms of the proposed portfolio management contract with Algert based upon RIM's recommendation to hire the money manager at the proposed fee rate; information as to the reason for the proposed change; information as to the money manager's role in the management of the Fund's investment portfolio (including the amount of Fund assets to be allocated to the new money manager) and RIM's evaluation of the anticipated quality of the investment advisory services to be provided by the money manager; information as to any significant business relationships between the money manager and RIM or Russell Investments Financial Services, LLC, the Fund's underwriter; the Fund's Chief Compliance Officer's evaluation of the money manager's compliance program, policies and procedures in relation to the money manager's role in the management of the Fund's investment portfolio, and certification that they were consistent with applicable legal standards; RIM's explanation as to the lack of relevance of money manager profitability to the evaluation of portfolio management contracts with money managers because the willingness of the money manager to serve in such capacity depends upon arm's-length negotiations with RIM; RIM's awareness of the standard fee rates charged by the money manager to other clients; RIM's belief that the proposed money manager fees would be reasonable in light of the anticipated quality of investment advisory services to be rendered; and the expected costs of transitioning Fund assets. The Trustees considered information provided by RIM that, based on Fund assets of approximately $324 million (as of March 31, 2024), the proposed changes including any changes to the target allocation of Fund assets among the Fund's money managers and RIM would have no impact to the aggregate money manager fees to be paid by RIM from its investment advisory fee as a result of the engagement of the money manager and, as a result, there would be no change in its profitability from its relationship with the Fund. The Trustees' approval also reflected their findings at prior meetings, including their May 20, 2024 meeting, where the Fund's existing advisory agreement with RIM was approved, as well as information received throughout the course of the year, regarding the reasonableness of the aggregate investment advisory fees paid by the Fund, and the fact that the aggregate investment advisory fees paid by the Fund would not increase as a result of the implementation of the proposed money manager changes because the money manager's investment advisory fees are paid by RIM.
Compensation
Under its advisory agreement with RIC, RIM receives an advisory fee from the Fund for its services. From its advisory fee, RIM, as agent for RIC, pays all Fund money managers for their investment selection or recommendation services. The remainder of the fee is retained by RIM as compensation for its services and to pay expenses. Quarterly, each Fund money manager, including Algert, is paid a pro rata portion of its annual fee, based on the monthly average of all the assets allocated to it, in the case of discretionary money managers, or the monthly average of all the assets allocated to its strategy, in the case of non-discretionary money managers. The annual rate of the advisory fees payable by the Fund to RIM as a percentage of the average daily net assets of the Fund is 0.750% (estimated to be $2,816,548 based on an assumed average asset level of $375,539,736 for the twelve months ended October 31, 2023, RIC's fiscal year end). Prior to the changes described herein, the aggregate annual rate of the advisory fees payable by RIM to the Fund's money managers was approximately 0.179% (estimated to be $672,216 based on the same asset level). Giving effect to the changes described in this notice including any changes to the target allocation of Fund assets among the Fund's money
managers and RIM, as applicable, the aggregate annual advisory fee payable by RIM to the Fund's money managers would have been approximately 0.179% (estimated to have been $672,216 based on the same asset level). Because the money managers' investment advisory fees are paid by RIM, the aggregate investment advisory fees paid by the Fund to RIM will not increase as a result of the changes described herein.
For the most recently completed fiscal year, the Fund paid no aggregate commissions to brokers affiliated with Algert.
The money managers may use brokerage commissions to pay for soft dollar research services. Any such use will be in accordance with Section 28(e) of the Securities Exchange Act of 1934.
Similar Investment Advisory Relationships
Algert does not act as an investment adviser to other registered U.S. investment companies with investment objectives similar to those of the Fund.
Additional Information About Algert
Algert Global LLC, 101 California Street, Suite 3240, San Francisco, California 94111, is majority owned and controlled by Peter M. Algert and Ryan LaFond.
The names and principal occupations of the principal executive officers and each director or general partner of Algert, all located at 101 California Street, Suite 3240, San Francisco, California 94111, are listed below.
Name | Principal Occupation/Title | |
Peter Algert | Chief Executive Officer & Chief Investment Officer | |
Ryan LaFond | Deputy Chief Investment Officer | |
Steve Tchang | Director of Technology | |
Kris Keltner | Director of Cloud Engineering | |
Pete Comerford | Chief Operating Officer | |
Wendy Shang | Chief Financial Officer & Chief Compliance Officer | |
Scott Draper | Director of Marketing | |
Michael Wolpert | Director of Client Service |
No officers or trustees of RIC are officers, employees, directors, general partners or shareholders of Algert. In addition, since the beginning of RIC's most recently completed fiscal year, no trustee of RIC has had, directly or indirectly, a material interest in any transaction or material proposed transaction to which Algert, its parent entity or subsidiaries or any subsidiaries of the parent of any such entities, was or is to be a party. Since the beginning of RIC's most recently completed fiscal year, none of the Trustees purchased or sold securities of Algert or its parent or subsidiaries.
Related Information
Russell Investment Management, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, provides or oversees the provision of all investment advisory and portfolio management services for the Fund.
Russell Investments Financial Services, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, a wholly-owned subsidiary of RIM, is the principal distributor of Fund shares.
Russell Investments Fund Services, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, a wholly-owned subsidiary of RIM, is the administrator of the Fund.
Additional Information
As permitted by law, only one copy of this Information Statement is being delivered to shareholders residing at the same address, unless such shareholders have notified RIC of their desire to receive multiple copies of the Information Statements RIC sends. If you would like to receive an additional copy, please contact RIC by calling 1-800-787-7354 or writing to 1301 Second Avenue, 18th Floor, Seattle, WA 98101. RIC will then promptly deliver a separate copy of the Information Statements to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of RIC's Information 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 you have any questions about the changes described in this Information Statement or if you wish to obtain a copy of the Fund's annual or semiannual reports to shareholders at no charge, please contact your Russell Investments authorized financial intermediary or RIC, at 1301 Second Avenue, 18th Floor, Seattle, WA 98101 or 1-800-787-7354.
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
November 5, 2024
MULTI-ASSET GROWTH STRATEGY FUND
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT REGARDING A RECENT MONEY MANAGER CHANGE
An Information Statement regarding a recent money manager change related to the Multi-Asset Growth Strategy Fund (the "Fund"), a series of Russell Investment Company ("RIC"), is available for your review. This Notice presents only an overview of the more complete Information Statement that is available to you on the internet or by mail. We encourage you to access and review all of the important information contained in the Information Statement.
The Fund is not soliciting proxy or consent authority, but is furnishing an Information Statement pursuant to Rule 14a-16 and 14c-2 under the Securities Exchange Act of 1934, as amended.
The Information Statement details recent money manager changes related to the Fund. Specifically, the Board of Trustees of RIC (the "Board") has approved the selection of Algert Global LLC to serve as a new discretionary money manager to the Fund. At the same time, the Board approved the termination of Hermes Investment Management Limited as a discretionary money manager and Sompo Asset Management as a non-discretionary money manager to the Fund. These changes became effective on September 10, 2024.
RIC's investment adviser is Russell Investment Management, LLC ("RIM"). The Information Statement is being provided to you in lieu of a proxy statement pursuant to the terms of an exemptive order granted to RIM and RIC by the Securities and Exchange Commission. The order permits RIM to hire a money manager at any time, subject to the approval of the Fund's Board, without a shareholder vote. Shareholders of the Fund must be provided with specified information within 90 days of the hiring of any new money manager. The order allows the Fund, in lieu of physical delivery of the Information Statement, to make the Information Statement available online.
The full Information Statement will be available on RIC's website at https://connect.rightprospectus.com/russellinvestments until at least 90 days after this notice was sent to you. A paper or email copy of the full Information Statement or other Fund related information may be obtained, without charge, by calling 1-800-787-7354 or emailing [email protected].
If you want to receive more information regarding this recent money manager change, you may request a paper or email copy of the Information Statement per the instructions above. Requests for a paper copy of the Information Statement must be made by the 90th day after this notice was sent to you in order to receive timely delivery. There is no charge to you for requesting a copy.
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
November 5, 2024
To Shareholders of the Multi-Asset Growth Strategy Fund (the "Fund"):
Enclosed is an Information Statement of Russell Investment Company ("RIC") that details a recent money manager change related to the Fund. Specifically, the Board of Trustees of RIC (the "Board") has approved the selection of Algert Global LLC ("Algert") to serve as a new discretionary money manager to the Fund. At the same time, the Board approved the termination of Hermes Investment Management Limited as a discretionary money manager and Sompo Asset Management as a non-discretionary money manager to the Fund. These changes became effective on September 10, 2024.
The attached Information Statement provides information about Algert, the new portfolio management contract with Algert and the Board's considerations in approving the new portfolio management contract.
Please note that the Fund is not required to obtain shareholder approval for this money manager change. We are not asking you for a proxy and you are requested not to send us a proxy.
If you have any questions regarding the Information Statement, please call 1-800-787-7354. A paper or email copy of the attached Information Statement may be obtained, without charge, by calling 1-800-787-7354.
Sincerely, | ||
Kari Seabrands | ||
Treasurer | ||
Russell Investment Company |
RUSSELL INVESTMENT COMPANY
1301 Second Avenue
18th Floor
Seattle, Washington 98101
INFORMATION STATEMENT
MULTI-ASSET GROWTH STRATEGY FUND
Under the terms of an exemptive order (the "Order") issued by the Securities and Exchange Commission ("SEC"), this document is an Information Statement and is being furnished to shareholders of the Multi-Asset Growth Strategy Fund (the "Fund"), a series of Russell Investment Company ("RIC"). Russell Investment Management, LLC ("RIM") serves as the investment adviser of the Fund.
The Fund allocates most of its assets among the strategies of multiple money managers unaffiliated with RIM. The Fund employs discretionary and non-discretionary money managers. The Fund's discretionary money managers select the individual portfolio securities for the assets assigned to them. The Fund's non-discretionary money managers provide a model portfolio to RIM representing their investment recommendations, based upon which RIM purchases and sells securities for the Fund. RIM manages Fund assets not allocated to discretionary money managers. RIM, as the Fund's adviser, may change the allocation of the Fund's assets at any time. The Order permits RIM to hire a money manager at any time, subject to the approval of the Board of Trustees of RIC (the "Board"), without a shareholder vote. Pursuant to the terms of the Order, the Fund is required to notify its shareholders within 90 days of when a new money manager is hired for the Fund.
Change of Money Manager
On August 27, 2024, the Board authorized the signing of a portfolio management contract to engage Algert Global LLC ("Algert") as a discretionary money manager to manage the investment and reinvestment of a portion of the assets of the Fund assigned to them by RIM. On that same date, the Board also authorized the termination of similar portfolio management contracts with Hermes Investment Management Limited ("Hermes"), a discretionary money manager to the Fund, and Sompo Asset Management ("Sompo"), a non-discretionary money manager to the Fund. On September 10, 2024, the portfolio management contract with Sompo was terminated and on September 20, 2024, the portfolio management contract with Hermes was terminated.
Portfolio Management Contract
Effective September 3, 2024, RIM, as fiduciary for RIC, entered into a new portfolio management contract with Algert. The contract will continue until May 31, 2026. Thereafter, the contract will continue in effect for successive annual periods if its continuance has been specifically approved at least annually by RIC's Board, including the affirmative vote of a majority of the Trustees who are not parties to the contract, or "interested persons" (as defined in the Investment Company Act of 1940) of any such party, cast in person at a meeting called for the purpose of considering such approval. The contract is automatically terminated if assigned. The contract may be terminated without payment of any penalty by RIM or RIC immediately upon written notice to Algert and by Algert upon 90 days' written notice to RIM.
Board Approval of Portfolio Management Contract
In evaluating the portfolio management contract with Algert, the Board considered that the Fund, in employing a manager-of-managers method of investment, operates in a manner that is distinctly different from most other investment companies. In the case of most other investment companies, an advisory fee is paid by the investment company to its adviser which in turn, employs and compensates individual portfolio managers to make specific securities selections consistent with the adviser's style and investment philosophy. In the case of the Fund, an advisory fee is paid by the Fund to RIM which in turn compensates the money manager firms hired to make specific securities selections or recommendations.
The Board considered that RIM (rather than any money manager) is responsible under the investment advisory agreement for determining, implementing and maintaining the investment program for the Fund. Assets of the Fund generally have been allocated among the strategies of multiple money managers.
RIM is responsible for selecting, subject to Board approval, money managers for the Fund and for actively managing allocations and reallocations of assets among the money managers' strategies. The Board has been advised that RIM's goal
is to construct and manage diversified portfolios in a risk aware manner. Each money manager for the Fund in effect performs the function of an individual portfolio manager who is responsible for selecting or recommending portfolio securities for the portion of the Fund assigned to it by RIM (each, a ''segment'') in accordance with the Fund's applicable investment objective, policies and restrictions, any constraints placed by RIM upon its selection or recommendation of portfolio securities and the money manager's specified role in the Fund. RIM is responsible for communicating performance expectations to each money manager; supervising compliance by each money manager with the Fund's investment objective and policies; authorizing money managers to engage in or recommend certain investment strategies for the Fund; and recommending annually to the Board whether portfolio management contracts should be renewed, modified or terminated. In addition to its annual recommendation as to the renewal, modification or termination of portfolio management contracts, RIM is responsible for recommending to the Board the additions of new money managers or terminations or replacements of existing money managers at any time when, based on RIM's research and ongoing review and analysis, such actions are appropriate. RIM may impose specific investment constraints from time to time for each money manager intended to capitalize on the strengths of that money manager or to coordinate the investment activities of money managers for the Fund in a complementary manner. Therefore, RIM's selection of money managers is made not only on the basis of performance considerations but also on anticipated compatibility with other money managers in the Fund. In light of the foregoing, the overall performance of the Fund over appropriate periods reflects, in great part, the performance of RIM in designing the Fund's investment program, structuring the Fund, selecting an effective money manager with a particular investment style or sub-style for a segment that is complementary to the styles of the money managers of other Fund segments, and allocating assets among the money managers' strategies in a manner designed to achieve the objectives of the Fund.
The Board considered that the prospectus for the Fund and other public disclosures emphasize to investors RIM's role as the principal investment manager for the Fund, rather than the investment selection or recommendation role of the Fund's money managers, and describe the manner in which the Fund operates so that investors may take that information into account when deciding to purchase shares of the Fund.
At a meeting held on August 27, 2024, the Board received a proposal from RIM to approve a new portfolio management contract between RIM and Algert. The Trustees approved the terms of the proposed portfolio management contract with Algert based upon RIM's recommendation to hire the money manager at the proposed fee rate; information as to the reason for the proposed change; information as to the money manager's role in the management of the Fund's investment portfolio (including the amount of Fund assets to be allocated to the new money manager) and RIM's evaluation of the anticipated quality of the investment advisory services to be provided by the money manager; information as to any significant business relationships between the money manager and RIM or Russell Investments Financial Services, LLC, the Fund's underwriter; the Fund's Chief Compliance Officer's evaluation of the money manager's compliance program, policies and procedures in relation to the money manager's role in the management of the Fund's investment portfolio, and certification that they were consistent with applicable legal standards; RIM's explanation as to the lack of relevance of money manager profitability to the evaluation of portfolio management contracts with money managers because the willingness of the money manager to serve in such capacity depends upon arm's-length negotiations with RIM; RIM's awareness of the standard fee rates charged by the money manager to other clients; RIM's belief that the proposed money manager fees would be reasonable in light of the anticipated quality of investment advisory services to be rendered; and the expected costs of transitioning Fund assets. The Trustees considered information provided by RIM that, based on Fund assets of approximately $594 million (as of March 31, 2024), the proposed changes including any changes to the target allocation of Fund assets among the Fund's money managers and RIM would decrease by approximately $126,762 the aggregate money manager fees to be paid by RIM from its investment advisory fee as a result of the engagement of the money manager and, as a result, increase its profitability from its relationship with the Fund. The Trustees' approval also reflected their findings at prior meetings, including their May 20, 2024 meeting, where the Fund's existing advisory agreement with RIM was approved, as well as information received throughout the course of the year, regarding the reasonableness of the aggregate investment advisory fees paid by the Fund, and the fact that the aggregate investment advisory fees paid by the Fund would not increase as a result of the implementation of the proposed money manager changes because the money manager's investment advisory fees are paid by RIM.
Compensation
Under its advisory agreement with RIC, RIM receives an advisory fee from the Fund for its services. From its advisory fee, RIM, as agent for RIC, pays all Fund money managers for their investment selection or recommendation services. The remainder of the fee is retained by RIM as compensation for its services and to pay expenses. Quarterly, each Fund money manager, including Algert, is paid a pro rata portion of its annual fee, based on the monthly average of all the assets allocated to it, in the case of discretionary money managers, or the monthly average of all the assets allocated to its strategy, in the case of non-discretionary money managers. The annual rate of the advisory fees payable by the Fund to RIM as a percentage of the average daily net assets of the Fund is 0.850% (estimated to be $5,304,885 based on an assumed average asset level of $624,104,127 for the twelve months ended October 31, 2023, RIC's fiscal year end). Prior to the changes described herein, the aggregate annual rate of the advisory fees payable by RIM to the Fund's money
managers was approximately 0.202% (estimated to be $1,260,690 based on the same asset level). Giving effect to the changes described in this notice including any changes to the target allocation of Fund assets among the Fund's money managers and RIM, as applicable, the aggregate annual advisory fee payable by RIM to the Fund's money managers would have been approximately 0.179% (estimated to have been $1,117,146 based on the same asset level). Because the money managers' investment advisory fees are paid by RIM, the aggregate investment advisory fees paid by the Fund to RIM will not increase as a result of the changes described herein.
For the most recently completed fiscal year, the Fund paid no aggregate commissions to brokers affiliated with Algert.
The money managers may use brokerage commissions to pay for soft dollar research services. Any such use will be in accordance with Section 28(e) of the Securities Exchange Act of 1934.
Similar Investment Advisory Relationships
Algert does not act as an investment adviser to other registered U.S. investment companies with investment objectives similar to those of the Fund.
Additional Information About Algert
Algert Global LLC, 101 California Street, Suite 3240, San Francisco, California 94111, is majority owned and controlled by Peter M. Algert and Ryan LaFond.
The names and principal occupations of the principal executive officers and each director or general partner of Algert, all located at 101 California Street, Suite 3240, San Francisco, California 94111, are listed below.
Name | Principal Occupation/Title | |
Peter Algert | Chief Executive Officer & Chief Investment Officer | |
Ryan LaFond | Deputy Chief Investment Officer | |
Steve Tchang | Director of Technology | |
Kris Keltner | Director of Cloud Engineering | |
Pete Comerford | Chief Operating Officer | |
Wendy Shang | Chief Financial Officer & Chief Compliance Officer | |
Scott Draper | Director of Marketing | |
Michael Wolpert | Director of Client Service |
No officers or trustees of RIC are officers, employees, directors, general partners or shareholders of Algert. In addition, since the beginning of RIC's most recently completed fiscal year, no trustee of RIC has had, directly or indirectly, a material interest in any transaction or material proposed transaction to which Algert, its parent entity or subsidiaries or any subsidiaries of the parent of any such entities, was or is to be a party. Since the beginning of RIC's most recently completed fiscal year, none of the Trustees purchased or sold securities of Algert or its parent or subsidiaries.
Related Information
Russell Investment Management, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, provides or oversees the provision of all investment advisory and portfolio management services for the Fund.
Russell Investments Financial Services, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, a wholly-owned subsidiary of RIM, is the principal distributor of Fund shares.
Russell Investments Fund Services, LLC, 1301 Second Avenue, 18th Floor, Seattle, WA 98101, a wholly-owned subsidiary of RIM, is the administrator of the Fund.
Additional Information
As permitted by law, only one copy of this Information Statement is being delivered to shareholders residing at the same address, unless such shareholders have notified RIC of their desire to receive multiple copies of the Information Statements RIC sends. If you would like to receive an additional copy, please contact RIC by calling 1-800-787-7354 or writing to 1301 Second Avenue, 18th Floor, Seattle, WA 98101. RIC will then promptly deliver a separate copy of the Information Statements to any shareholder residing at an address to which only one copy was mailed. Shareholders
wishing to receive separate copies of RIC's Information 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 you have any questions about the changes described in this Information Statement or if you wish to obtain a copy of the Fund's annual or semiannual reports to shareholders at no charge, please contact your Russell Investments authorized financial intermediary or RIC, at 1301 Second Avenue, 18th Floor, Seattle, WA 98101 or 1-800-787-7354.