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Amended Application for an Order under Section 6(c) of the Investment Company Act of 1940, as amended (“Act”), to amend an Order under Section 6(c) of the Act for an exemption from Sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and Rule 22c-1 under the Act, under Section 12(d)(1)(J) of the Act for an exemption from Sections 12(d)(1)(A) and 12(d)(1)(B) of the Act, and under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and 17(a)(2) of the Act.

In this amended application (the “Application”), Russell Investment Management Company (“RIMCo” or the “Adviser”), Russell Exchange Traded Funds Trust (“Trust”), Russell Financial Services, Inc. (“RFS”) and ALPS Distributors, Inc. (“ALPS” and together with RIMCo, the Trust and RFS, the “Applicants”),¹ apply for and request an order (“Order”) under Section 6(c) of the Act to amend a prior order under Section 6(c) of the Act for an exemption from Sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and from Rule 22c-1 under the Act, under Section 12(d)(1)(J) of the Act for an exemption from Sections 12(d)(1)(A) and 12(d)(1)(B) of the Act, and under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and 17(a)(2) of the Act (referred to herein as the “Prior Order”).²

The Prior Order permitted, among other things: (i) series of an open-end management investment company (each a “Fund,” collectively, the “Funds”) to issue shares (“Shares”) with limited redeemability that can be traded in the secondary market at market prices; (ii) secondary market transactions in Shares at negotiated prices on a national securities exchange as defined in Section 2(a)(26) of the Act (“Exchange”); (iii) relief from the seven (7) calendar day redemption requirement for certain Funds under specified limited circumstances; and (iv) certain affiliated persons of the Funds to deposit securities into, and receive securities from, the Funds in connection with the purchase and redemption of

aggregations of Shares of such Funds. The Funds seek to track the performance of Underlying Indexes developed by an entity that is an “affiliated person” (as such term is defined in Section 2(a)(3) of the Act), or an affiliated person of an affiliated person, of the Trust, the Adviser, any Sub-Adviser to the Fund, the Distributor or a Promoter of a Fund (each a “Russell Index” and collectively, the “Russell Indexes”).³ Under the terms of the Prior Order, the calculation agent (the “Calculation Agent”) for the Underlying Indexes is required to be a third party that is not an affiliated person, or an affiliated person of an affiliated person, of the Trust, the Adviser, any Sub-Adviser to the Fund, the Distributor or a promoter of a Fund.

The Prior Order also: (i) permitted registered investment management companies and unit investment trusts that are not advised or sponsored by the Adviser or any entity controlling, controlled by or under common control with the Adviser, and not part of the same “group of investment companies” as defined in Section 12(d)(1)(G)(ii) of the Act as the Trust, to acquire Shares of the Funds and shares of Actively-Managed Funds beyond the limitations in Section 12(d)(1)(A); (ii) permitted each Fund and Actively-Managed Fund, the Distributor and any Broker to sell Shares of a Fund or shares of an Actively-Managed Fund, as the case may be, to a Fund of Funds beyond the limitations in Section 12(d)(1)(B); and (iii) granted the relief from Sections 17(a)(1) and (2) to permit each Fund and Actively-Managed Fund to sell its shares to, and redeem such shares from, a Fund of Funds that owns 5% or more of the shares of such Fund.

As indicated above, the Prior Application includes a representation that no entity that acts as Calculation Agent is, or will be, an affiliated person, as such term is defined in

Section 2(a)(3) of the Act, or an affiliated person of an affiliated person, of the Funds, the Adviser, any Sub-Adviser, any promoter or the Distributor (the “Calculation Agent Representation”).⁴ The Applicants seek an Order to depart from the Calculation Agent Representation to offer certain Funds (each a “Russell Calculated Index Fund”) that track an Underlying Index that (i) is a Russell Index and (ii) utilizes a Calculation Agent that is, or will be, an affiliated person, as such term is defined in the Act, or an affiliated person of an affiliated person, of the Funds, the Adviser, any Sub-Adviser, any promoter or the Distributor.

The Prior Application also includes certain representations that require the public disclosure of full weightings information regarding the Underlying Indexes (the “Disclosure Representations” and together with the Calculation Agent Representation, the “Representations”). Specifically, the Disclosure Representations included in the Prior Application required that (i) “[i]nformation on the Underlying Indexes, including the identities and weightings of the Underlying Index constituents, will be available on Russell’s Website (the ‘Website’), as will a description of the Index Composition Methodology and Portfolio Holdings of each Fund” (emphasis added)⁵ and (ii) “[a]ll components, weightings, additions and deletions from the Underlying Indexes will not only be publicly available, but will also be publicly announced prior to any changes being made” (emphasis added)⁶. Applicants also seek an Order to depart from the Disclosure Representations to exclude weighting information regarding the Underlying Indexes from the information that is disclosed on Russell’s website (the “Website”). Applicants note that they are not requesting relief from their obligation to disclose the Index Composition Methodology on the Website.

The Applicants acknowledge that, by not disclosing weighting information regarding the Underlying Indexes, they would be omitting some of the safeguards applicable to affiliated-index exchange-traded funds (“ETFs”) and including the portfolio transparency typically afforded to actively-managed ETFs. Orders for actively-managed ETFs generally include a condition that requires on each business day, before commencement of trading in the shares of an actively-managed ETF, the ETF disclose on its website the identities and quantities of ETF securities and assets that form the basis of the ETF’s net asset value. However, the Applicants submit that although both an affiliated Index Provider and affiliated Calculation Agent will be used, the investment objective of any Russell Calculated Index Fund, like other index-based ETFs and unlike actively-managed ETFs, is to replicate an Underlying Index and the affiliated Calculation Agent will, but for its affiliation, operate in an identical manner (i.e., implementing, without discretion, a rules-based methodology) as those calculation agents of existing index-based ETFs. The Applicants also note that in the proposed rule to exempt ETFs from certain provisions of the Act and rules thereunder, the Commission recognized that full transparency of the underlying index, as well as the obligations imposed on ETFs under the federal securities laws and rules of national securities exchanges, were likely sufficient to protect against the concerns raised by affiliated-index ETFs and, as a result, did not require the use of an unaffiliated calculation agent in the proposed rule.⁷ While the Applicants are proposing that the ETF, and not the Underlying Index, be fully transparent, the Applicants believe that full portfolio transparency of the ETF’s portfolio accomplishes the same effect as full transparency of the Underlying Index.

The Applicants request that the Order to depart from the Calculation Agent Representation and the Disclosure Representations apply to any Russell Calculated Index Fund, including Russell Calculated Index Funds offered in the future that are advised by the Adviser, or a person controlling, controlled by, or under common control with the Adviser and operate pursuant to the terms and conditions of the Prior Order, as amended by the Order.⁸ The Applicants also request that the Order extend the relief (i) permitting each Fund, the Distributor and any Broker to sell Shares to a Fund of Funds beyond the limits of Section 12(d)(1)(B); and (ii) permitting a Fund of Funds to acquire Shares of such Fund beyond the limitations in Section 12(d)(1)(A) to the extent necessary to Russell Calculated Index Funds and a Fund of Funds that invests in a Russell Calculated Index Fund, respectively.

Except as specifically noted herein, all representations and conditions in the Prior Application relating to the operation of the Funds are equally applicable to any Russell Calculated Index Funds.

The Applicants believe that (a) with respect to the relief requested pursuant to Section 6(c), the requested exemption for the proposed transactions is appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act, and (b) with respect to the relief requested pursuant to Section 17(b), the proposed transactions, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any person concerned; the proposed transactions will be consistent with the investment objective and policy of each Russell Calculated Index Fund; and the proposed transactions are consistent with the general

purposes of the Act. The Applicants believe that the exemptive relief requested under Section 12(d)(1)(J) of the Act is consistent with the public interest and the protection of investors.

No form having been specifically prescribed for the Application, the Applicants proceed under Rule 0-2 of the General Rules and Regulations of the Commission.

The Trust - The Trust is organized as a Delaware statutory trust and is an open-end management investment company registered under the Act as such. The Trust currently offers 24 series. Each Fund that currently relies on the Prior Order has, and each Russell Calculated Index Fund will have, an investment objective to track a particular index and will utilize either a replication or representative sampling strategy which will be disclosed in each Fund’s Prospectus. The Trust is overseen by a Board of Trustees (“Board”).⁹

The Adviser - RIMCo is the investment adviser to each of the Russell Calculated Index Funds. RIMCo is a Washington corporation, with its principal office located at 1301 Second Avenue, 18th Floor, Seattle, WA 98101. RIMCo is registered with the Commission as an investment adviser under Section 203 of the Investment Advisers Act of 1940 (“Advisers Act”). The Adviser may manage a Fund itself or may appoint one or more other investment advisers pursuant to a sub-advisory agreement (each such other adviser a “Sub-Adviser”).¹⁰ Each Sub-Adviser will be registered with the Commission as an investment adviser under Section 203 of the Advisers Act.

The Distributors - RFS, a Washington corporation, is a broker-dealer registered under the Securities Exchange Act of 1934 (“Exchange Act”) and a member in good standing of the Financial Industry Regulatory Authority (“FINRA”). RFS is a wholly owned subsidiary of the Adviser, and as such, each of the Adviser and RFS is an affiliated person of each other within the meaning of Section 2(a)(3)(C) of the Act. ALPS, a Colorado corporation, is a broker-dealer registered under the Exchange Act and a member of FINRA. ALPS is not affiliated with RIMCo or its affiliates. RFS or ALPS will serve as the principal underwriter and distributor of the Russell Calculated Index Funds (the “Distributor”). The Distributor will distribute shares on an agency basis.

Frank Russell Company d/b/a Russell Investments (“Russell” or the “Index Provider”) is a leader in constructing and maintaining Russell Indexes. Russell is a Washington corporation which operates through subsidiaries worldwide and is a subsidiary of The Northwestern Mutual Life Insurance Company. The Adviser is a wholly owned subsidiary of Russell, and as such, Russell and the Adviser are each an affiliated person of each other within the meaning of Section 2(a)(3)(C) of the Act. The Russell Indexes are constructed to provide a comprehensive and unbiased barometer of the market segment they represent.¹¹ All of the Russell Indexes are reconstituted periodically, but not less frequently than annually nor more frequently than monthly, to ensure new and growing equities and fixed income securities are reflected. As described more fully below, over the past 25 years, Russell’s innovative methodology has helped the Russell Indexes become the benchmarks most used by U.S. institutional investors, with institutional investment professionals using

Russell Indexes as benchmarks for over $3.9 trillion in portfolio assets. Russell Indexes represent over 98% of the investable equity universe worldwide. Russell Indexes are objective, comprehensive, and built according to transparent rules. Industries and sectors are represented by a wide variety of securities, rather than samples found in other indexes. Russell Indexes are rigorously maintained. Rules dictate additions to the Russell Indexes every quarter, ensuring constant coverage. Member securities are not selected by a committee.

Russell, as Index Provider, owns the Russell Indexes and develops each Russell Index based on its own proprietary model employing its intellectual property and industry expertise.¹² In establishing each Russell Index, the Index Provider has developed a set of clearly defined inclusion/exclusion criteria for determining when a security should be included or excluded from an Underlying Index. This proprietary, rules-based methodology is used to determine, among other things, the composition of each Russell Index, the policies and procedures to be followed by the Calculation Agent in maintaining each Russell Index, the method and frequency of reconstitution and the daily treatment of corporate actions. Certain dedicated personnel of the Index Provider (“Index Operations Personnel”) are responsible for disseminating the values of the Underlying Indexes of the Russell Calculated Index Funds in accordance with Commission and Exchange requirements.

The Russell Calculated Index Funds will operate in a manner identical to that of the Funds that were the subject of the Prior Order, except as described in the Application.

Russell Systems Ltd., a Russell subsidiary, or another direct or indirect subsidiary of Russell, will act as the Calculation Agent for each of the Underlying Indexes of the Russell Calculated Index Funds. The Calculation Agent is an “affiliated person” as defined in Section 2(a)(3) of the Act, of the Russell Calculated Index Funds, the Adviser, the Index Provider and RFS. The Calculation Agent, although an affiliated person of the Adviser and the Index Provider, is a separate entity.¹³ The Calculation Agent has sole responsibility and authority for maintaining each Underlying Index and determining, in accordance with the proprietary, rules-based methodology used to determine the composition of each Underlying Index (“Methodology”), which securities are to be added or removed from an Underlying Index. The Calculation Agent is to compile, maintain and calculate each Underlying Index without regard to the Adviser, the Sub-Adviser, or the Distributor and has no obligation to take the specific needs of the Adviser, Sub-Adviser or Distributor into account in the determination and calculation of an Underlying Index. The Calculation Agent is unable to change the Methodology.

The Calculation Agent for an Underlying Index of a Russell Calculated Index Fund will serve the same role and perform substantially all of the same functions as the Calculation Agent for an Underlying Index of a Fund, as described in the Prior Application. Unlike the Index Provider, who develops the Index Composition Methodology for each Underlying Index, the Calculation Agent will implement each Index Composition Methodology and calculate and maintain the Underlying Indexes and their values. The Calculation Agent will (i) determine the number, type and weight of securities that will comprise each Underlying

Index, (ii) perform or cause to be performed all other calculations necessary to determine the proper make-up of the Underlying Index, including the reconstitutions for such Index and (iii) be solely responsible for all such Underlying Index maintenance, calculation and reconstitution activities. Information on the Underlying Indexes, including the identities of the Underlying Index constituents, will be available on the Website, as will a description of the Index Composition Methodology and Portfolio Holdings of each Russell Calculated Index Fund. Index Personnel of the Index Provider and its affiliates will monitor the results produced by the Calculation Agent on a periodic basis to determine whether the Calculation Agent is performing such maintenance, calculation and reconstitution in accordance with the Index Composition Methodology.

The Applicants believe that each Russell Calculated Index Fund’s investment strategy of tracking its Underlying Index fits squarely within the scope of the relief previously granted in the Prior Order except that the Russell Calculated Index Funds will utilize an affiliated Calculation Agent and track Underlying Indexes whose data is disseminated by the Index Operations Personnel. Indeed, the Applicants submit that, were the Calculation Agent and the Index Provider not “affiliated persons” of the Adviser, the Trust, the Index Provider, and the Russell Calculated Index Funds, (i) each Russell Calculated Index Fund’s use of its Underlying Index would be indistinguishable from the use of existing equity and/or fixed income indexes by other ETFs, including the Funds, currently trading and (ii) the Calculation Agent would be viewed no differently than the existing calculation agents who calculate and maintain indexes created and licensed by unaffiliated parties. The Applicants assert that the

structure of the Russell Calculated Index Funds will be identical to that of the Funds, but for the presence of an affiliated Calculation Agent and the dissemination of index data by the Index Operations Personnel. As explained in greater detail below, the Applicants also submit that the operation of the Russell Calculated Index Funds and the Russell Calculated Index Funds’ arbitrage mechanism will be identical to the operation and arbitrage mechanism of ETFs now trading.

The Applicants believe that a departure from the Calculation Agent Representation is appropriate in the case of the Russell Calculated Index Funds. Applicants understand that the Calculation Agent Representation is intended to address a concern that the Adviser, by virtue of its affiliation with the Index Provider and Calculation Agent, would be in a position to gain an advantage over other market participants through access to non-public information with respect to adjustments to the constituents of an Underlying Index. In the absence of safeguards, such access to information would be less likely to occur where the Calculation Agent is unaffiliated with the Adviser. For the reasons discussed below in Part II.F., Applicants believe that the use of an affiliated Calculation Agent in the case of the Russell Calculated Index Funds would not give rise to conflicts of interest, and therefore is appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Moreover, requiring the use of an unaffiliated Calculation Agent in the case of the Russell Calculated Index Funds would require a substantial restructuring of Russell’s index business that would be detrimental to that business.

Russell, the Index Provider, has a well established indexing business that produces indexes that are among the most widely used benchmarks for global investors and data

vendors. Russell began creating indexes in 1984 and the indexes have become the most widely recognized Russell brand. More than $550 billion is invested in funds modeling Russell’s U.S. indexes, and over $3.9 trillion is invested in funds that are benchmarked against Russell’s U.S. Indexes. 65% of institutional U.S. equity products now rely on Russell’s indexes and performance benchmarks. Russell indexes are also the foundation for many passive and derivative products, including ETFs, mutual funds, options and futures.

Russell’s index business revenues are derived from data licensing, including the weights of the securities in the indexes. The indexes created by Russell contain Russell’s intellectual property and benefit from Russell’s expertise in maintaining the indexes on a daily basis. Russell’s reputation is based on thought leadership, attention to detail, consistency in its rules and methodology, and consistency and integrity in how Russell provides data to clients as well as the public. Product and operational processes exist that protect and ensure this consistency.

The calculation agent function is a core aspect of Russell’s index business, and is a critical service that Russell provides to its index licensees. In order for Russell to comply with the Calculation Agent Representation under the Prior Order, Russell has outsourced to an unaffiliated third party all product oversight, construction, production and daily maintenance with respect to a subset of Russell Indexes that are utilized by the Funds (the “non-Self Calculated Russell Indexes”). The outsourcing of these critical aspects of its index business in the case of the Underlying Indexes to be utilized by the Russell Calculated Index Funds, may, in the Applicants’ view, be detrimental to that business.

The Applicants believe that outsourcing the calculation agent function to an unaffiliated third party for which indexing is not a core business and where such party is not

an industry leader, like Russell, in the provision of indexes and analytical data services may lead to a decreased quality in such function and the chance of increased errors in calculations. Furthermore, an unaffiliated third party does not share Russell’s vested interest in promoting and supporting the Russell name and reputation as an industry leader through top quality service and results. Because of this, the Applicants believe that the use of an unaffiliated Calculation Agent may harm Russell’s reputation, which has been built by dedicating substantial resources to ensuring all clients are adequately serviced.

The requirement to use an unaffiliated Calculation Agent prevents Russell from using a substantial majority of its Russell Indexes product line in connection with its passively-managed ETFs. Russell created the non-Self Calculated Russell Indexes due to the requirement to use an unaffiliated Calculation Agent. However, as noted above, Russell has been in the indexing business for over 25 years and, as a result, a substantial majority of Russell Indexes currently use, and will continue to use, an affiliated Calculation Agent. A departure from the Calculation Agent Representation would allow the Applicants to expand their line of passively-managed ETFs to launch ETFs that track these other Russell Indexes, which would ultimately benefit investors as they would be able to gain exposure to a significantly larger number of Russell’s industry leading indexes.

Therefore, the Applicants are now requesting the departure from the Calculation Agent Representation described above for the Russell Calculated Index Funds.

The Applicants believe that the Disclosure Representations are not necessary to address the policy concerns underlying the requested relief, and would be detrimental to Russell. The Applicants note that the Disclosure Representations are not included in the

applications for unaffiliated index provider ETF relief,¹⁴ while the Disclosure Representations are included in applications for affiliated index provider ETF relief.¹⁵ The Applicants assume, therefore, that the disclosure of full weightings information is intended to address the concerns about misuse of non-public information raised by the use of an affiliated Index Provider and/or Calculation Agent.

The Applicants believe that the physical and information barriers described below in Part II.F. serve to address any concerns regarding the misuse of non-public information that arise in connection with an affiliated Index Provider and/or Calculation Agent. Therefore, the disclosure of full weightings information is not necessary to address those concerns. Moreover, the disclosure of full weightings information would be detrimental to Russell’s index business. Russell invests significant resources in the design, construction, management, maintenance and distribution of indexes. Russell has protectable intellectual property interests in its indexes and index related products.¹⁶ In support of any ETF products which are based on Russell Indexes, a level of detail is made available to the end investor regarding

the most significant contributors to an individual index’s performance. This information includes the top ten holdings and their weights within the index. This information is made available to the public via www.Russell.com. The disclosure of full weightings information would diminish the value of Russell’s intellectual property in the Russell Indexes. Knowledge of full weightings information, together with knowledge of the disclosed index methodology, would enable a competitor to re-create the holdings of an index. In addition to earning fees by licensing index data, trademarks and other property to ETF sponsors, Russell earns license fees on its index property licensed to other users worldwide including, among others, investment advisers, asset managers, pension plans, investment consultants, structured product issuers, derivative product issuers, custodians, financial data vendors, endowments, foundations and universities. Russell protects its property rights in that data by contractually restricting its licensees from disclosing data. In addition, Russell further protects its property rights by contractually prohibiting licensees, who receive complete weightings information under the licensing arrangements, from disclosing such information to other parties. Thus, if the full weightings were required to be disclosed, Russell’s index business would be endangered.

In addition, as discussed above, the Applicants note that a substantial majority of the Russell Indexes utilize an affiliated Calculation Agent. A departure from the Calculation Agent Representation would allow for Russell to develop ETFs that track these Russell Indexes.

The Representations in the Prior Application are based on various concerns by the Commission, including the possibility that an adviser to an ETF could designate securities for

such ETF’s deposit or redemption basket to serve the interests of the ETF adviser and/or its affiliates. The Applicants do not believe that there is potential for this concern in the case of the Russell Calculated Index Funds because, although both an affiliated Index Provider and affiliated Calculation Agent will be used, the investment objective of any Russell Calculated Index Fund, like other index-based ETFs, is to replicate an Underlying Index and the affiliated Calculation Agent will, but for its affiliation, operate in an identical manner (i.e., implementing, without discretion, a rules-based methodology) as those calculation agents of existing index-based ETFs. In addition, the Index Composition Methodology will be publicly available and disseminated to the public at the same time as it is made available to the Russell Calculated Index Fund’s portfolio manager. The Applicants therefore believe that these safeguards, together with the policies and procedures described below, should serve to prevent the Adviser from designating certain securities as either a Redemption Security or a Deposit Security to serve the interests of the Adviser and/or its affiliates.

In addition, the Representations in the Prior Application are based on certain other concerns. Specifically, those concerns addressed the following conflicts of interest that could result from the use of an affiliated Calculation Agent or Index Provider: the potential ability of the affiliated person to manipulate the Underlying Index to the benefit or detriment of the Russell Calculated Index Fund as well as conflicts that may also arise with respect to the personal trading activity of personnel of the affiliated person who may have access to or knowledge of changes to an Underlying Index’s constituent securities in an Underlying Index prior to the time that information is publicly disseminated.

The Applicants do not believe the potential for conflicts of interest raised by the Adviser’s use of the Underlying Indexes in connection with the management of the Russell

Calculated Index Funds will be substantially different from the potential conflicts presented by an adviser’s use of an affiliated underlying index that is maintained by an unaffiliated calculation agent. The Adviser, the Index Provider, and the Calculation Agent will adopt and implement the policies and procedures (“Policies and Procedures”) that will minimize or eliminate any potential conflict of interest.

The Applicants assert that the potential conflicts of interest due to the Calculation Agent being affiliated with the Adviser and Index Provider will not have any impact on the operation of the Russell Calculated Index Funds. The Russell Calculated Index Funds’ portfolios will be transparent and the Policies and Procedures will address any potential conflicts of interest, all as discussed herein. Among other things, these Policies and Procedures are designed to limit or prohibit communication between the Calculation Agent, the Index Provider, the Index Personnel and other employees of Russell. In addition, and as discussed below, the Applicants believe the current compensation structure for the Calculation Agent personnel servicing the Russell Calculated Index Funds does not create a conflict of interest.

The Index Provider personnel responsible for creating and monitoring the Underlying Indexes, the personnel of the Calculation Agent responsible for calculating and maintaining the Underlying Indexes, and the personnel of the Adviser are employees of separate organizations and will be located in physically separate locations.¹⁷ Index Provider personnel and Calculation Agent personnel will not have access to the computer systems used by the Adviser or any Sub-Adviser in connection with their portfolio management

activities, and personnel of the Adviser and any Sub-Adviser will not have access to the computer systems used by the Index Provider or Calculation Agent. While it is possible that in the future corporate restructuring may change the structure of the Index Provider and the Calculation Agent, the Index Provider personnel responsible for creating and monitoring the Underlying Indexes and the personnel of the Calculation Agent responsible for calculating and maintaining the Underlying Indexes will always be physically separated from one another, either geographically, or if in the same location, through the use of physically separate office space.

With respect to the Russell Calculated Index Funds, the Underlying Index and its members (constituents) are maintained for daily corporate actions by the Calculation Agent. Each day the Calculation Agent calculates and produces the official index value for the Underlying Index and this information is then delivered to clients in standard format files by the Index Operations Personnel, a dedicated team of Index Provider employees. Only the Index Operations Personnel and the Calculation Agent engage in this activity and no other Russell associate has access to the daily index production systems.

As described immediately above, all index data produced by the Calculation Agent is then provided to the clients in standard data files by the Index Operations Personnel. These product deliverables are made available to all Russell index clients including Russell’s ETF business via a secure, web-based delivery site, Russell Indexes Online. All index data deliverables are available on this web-base site, and individual index product deliverables are available to all clients at the same time. As noted above, Russell Indexes have trillions of dollars benchmarked to them in the market place. Russell takes great care and has made significant investment to insure that all index clients have access to data at the same time as

soon as it is available. Russell Index data is made available to the public via www.Russell.com.

The Index Provider currently has in place Policies and Procedures which provide for information sharing restrictions between the Index Provider employees responsible for creating and monitoring the Underlying Indexes, the personnel of the Calculation Agent responsible for calculating and maintaining the Underlying Indexes, and the personnel of the Adviser or any Sub-Adviser. These Policies and Procedures prohibit the sharing of material non-public information with any party without pre-approval from the appropriate legal and compliance department. The practical effect of these measures, together with the physical separation of personnel described above, is that there would be no greater risk of the misuse of information presented by the arrangement than if an unaffiliated Calculation Agent were utilized.

Applicants note that the Commission and the Staff have determined that information barriers are an effective mechanism for addressing conflicts of interest raised by arrangements among affiliated entities.¹⁸ For example, Rule 14e-5 under the Securities Exchange Act of 1934, which addresses fraud in connection with tender offers, permits purchases or arrangements to purchase by an affiliate of a dealer-manager which satisfy the following condition, among others:

The dealer-manager maintains and enforces written policies and procedures reasonably designed to prevent the flow of information to or from the affiliate that might result in a violation of the federal securities laws and regulations.

We believe effective information barriers between the dealer-manager and affiliate prevent improper motives from influencing purchases by affiliates while permitting such affiliates to continue their normal advisory activities.

Additional support for the efficacy of information barriers is found in Rule 105 of Regulation M, which states the following, in pertinent part:²⁰

…accounts are separate and operating without coordination of trading or cooperation if:

(2) Personnel for each account do not coordinate trading among or between the accounts;

(3) Information barriers separate the accounts, and information about securities positions or investment decisions is not shared between accounts;

It is clear that in situations where affiliations raise concerns about conflicts of interest, the Commission has determined that such conflicts may be mitigated through the use of information barriers. The Applicants represent that the policies and procedures described in the Application will constitute effective information barriers and ensure that the use of an affiliated Calculation Agent will not present the concerns that the Staff may have regarding conflicts of interest.

Applicants note that registered management investment companies, such as the Russell Calculated Index Funds, enjoy additional protections that policies and procedures, such as those described in the Application, will be effectively administered and adhered to. As part of its overall oversight responsibilities, the Russell Calculated Index Funds’ Board

will oversee the Russell Calculated Index Funds’ compliance program. The Board has designated a Chief Compliance Officer (“CCO”), who has overall responsibility for the Russell Calculated Index Funds’ compliance program. Under Rule 38a-1 under the Act, the CCO is responsible for oversight of the Russell Calculated Index Funds’ compliance policies and procedures, including the Policies and Procedures described in the Application.

The Policies and Procedures discussed above will prevent the Adviser, or any affiliated person of the Adviser, the Calculation Agent or a Russell Calculated Index Fund, from having any advantage over other market participants with respect to prior knowledge of companies that may be added to or deleted from the Underlying Index or from any Russell Calculated Index Funds that track the Underlying Indexes.

In addition, the Adviser has and any Sub-Adviser will have adopted and implemented, pursuant to Rule 206(4)-7 under the Advisers Act, written policies and procedures designed to prevent violations of the Advisers Act and the rules thereunder. These include policies and procedures which are designed to minimize potential conflicts of interest between Russell Calculated Index Funds, such as cross trading policies and procedures, and policies and procedures designed to ensure the equitable allocation of portfolio transactions and brokerage commissions. The structure of the Russell Calculated Index Funds as index products minimizes the potential for conflicts as the investment strategies of each Russell Calculated Index Fund and Client Account will be constrained by its objective to track the performance of its Underlying Index. It is not contemplated that the Adviser or any Sub Adviser will receive incentive fees for outperforming a Russell Calculated Index Fund’s Underlying Index. In fact, any material outperformance or underperformance would be viewed negatively by investors in the Russell Calculated Index Funds.

The Calculation Agent will be instructed not to communicate any non-public information about the Underlying Indexes to anyone, and specifically not to the personnel of the Adviser or Sub-Adviser responsible for the management of the Russell Calculated Index Funds or Client Accounts. The Index Operations Personnel will be instructed to disseminate information about the daily constituents of the Underlying Indexes to the other Index Provider personnel, the Adviser, any Sub-Adviser, on behalf of the Russell Calculated Index Funds and Client Accounts, as applicable, and the public at the same time, except as otherwise described in the Prior Application regarding the monitoring of the Calculation Agent’s compliance with the Methodology and certain codes of ethics.

In conjunction with the Policies and Procedures discussed above, the Adviser, any Sub-Adviser or any person affiliated with it or any Russell Calculated Index Fund, will be prevented from having any advantage over other market participants, including the investing public, with respect to prior knowledge of companies that may be added to or deleted from the Underlying Index or from any Russell Calculated Index Funds that track the Underlying Indexes. In addition, except for the Calculation Agent, no other Russell associate will implement the Methodology, calculate and maintain the Underlying Indexes and calculate the Underlying Index values. Similarly, no other Russell associate, except for the Index Operations Personnel, will disseminate the Underlying Index values in accordance with Commission and Exchange requirements.

Also, the Index Provider and the Calculation Agent have adopted or will adopt Policies and Procedures which impose Restricted List and Blackout Period requirements on all members of the Index Personnel. The Adviser also has adopted or will adopt Policies and Procedures which require any personnel responsible for the management of a Russell

Calculated Index Fund and any Client Account to (i) comply with Restricted List and Blackout Period requirements and (ii) require reporting of securities transactions to a designated senior employee of the Adviser in accordance with Rule 17j-1 under the Act and Rule 204A-1 under the Advisers Act. Any Sub-Adviser will be required to confirm to the Adviser and the Trust that it has adopted policies and procedures to monitor and restrict securities trading by certain employees. Also, any Sub-Adviser will be required to adopt a Code of Ethics pursuant to Rule 17j-1 under the Act and Rule 204A-1 under the Advisers Act and provide the Trust with the certification required by Rule 17j-1 under the Act.

Lastly, the Applicants do not believe that the compensation structure creates incentives for Calculation Agent employees to manipulate the calculations of a Russell Index. Calculation Agent personnel are eligible to receive a discretionary bonus based on the overall profitability of Russell. The Applicants note, that while the Calculation Agent personnel’s bonus may be impacted by the performance of the Russell Calculated Index Funds or the Adviser, Applicants believe that this relationship is sufficiently indirect and remote so as to not create any potential conflicts of interest associated with the use of an affiliated Calculation Agent. Specifically, an enterprise bonus pool is commonly used within the financial services industry to align the interests of employees and the firm and to also award employees for their contributions to the firm’s successes. Russell’s bonus pool is derived from the performance of all Russell entities, and not only the Russell Calculated Index Funds and the Adviser, which make up only a portion of the entire pool. As a result, even if Calculation Agent personnel were able to manipulate the performance of the Russell Calculated Index Funds or the Adviser through their position, it is unlikely that the personnel would be able to directly attribute any portion of their bonus to such artificial performance.

The Applicants further note that the day-to-day responsibilities of Calculation Agent personnel generally are automated, computerized procedures, leaving Calculation Agent personnel largely unable to exploit their position to engage in any manipulation with respect to a Russell Index.

Moreover, the Applicants believe that the structure of the Russell Calculated Index Funds as index products minimizes any incentive for Calculation Agent personnel to exploit their position. Specifically, the investment strategies of the Russell Calculated Index Funds will be constrained by their objectives to track the performance of their Underlying Indexes. Any material outperformance or underperformance relative to the Underlying Index would be viewed negatively by investors in the Russell Calculated Index Funds. As a result, any attempt to manipulate an Underlying Index is likely to harm, and not benefit, the Russell Calculated Index Fund. Accordingly, Calculation Agent personnel generally do not have any incentive to manipulate the Underlying Indexes of the Russell Calculated Index Funds.

In the Prior Order, the Commission considered the potential conflicts presented by the use of an affiliated Index Provider. The Applicants believe the potential conflicts of interest presented and addressed in the Prior Order are identical to the potential conflicts created by the operation of the Russell Calculated Index Funds and the Underlying Indexes and are adequately addressed by the Policies and Procedures discussed in the Application.

In the Prior Application, the Staff required the inclusion of the Disclosure Representations to address the conflicts presented by the use of an affiliated Index Provider.

The Applicants believe that the Policies and Procedures discussed in the Application adequately address the conflicts considered by the Commission in the Prior Order and note that the same conflicts also arise from the Applicant’s request to depart from the Calculation Agent Representation. The Applicants do not believe their request to depart from the Disclosure Representations will inhibit their ability to monitor or protect against the conflicts of interest arising out of the use of an affiliated Index Provider and Calculation Agent.

In the Prior Application, the Applicants discussed, with respect to the Funds, a level of transparency that permits efficient arbitrage without compromising the statutory and fiduciary responsibilities of the Adviser. As discussed in the Prior Application, after considering a variety of alternatives, the Applicants determined that the best approach was to provide full transparency of each Fund’s portfolio. The Applicants believe that, with respect to the Russell Calculated Index Funds, full transparency is also the best approach for efficient arbitrage without compromising the statutory and fiduciary responsibilities of the Adviser. The Applicants do not believe their request to depart from the Representations will inhibit their ability to provide full transparency for the Russell Calculated Index Funds. Accordingly, the Order will still allow the Applicants on each Business Day to publish free of charge on the Website (or provide a link to another website that will publish free of charge) the identities and quantities of the Portfolio Securities for each Russell Calculated Index Fund and each Russell Calculated Index Fund’s per Share NAV, last-traded price and the Bid/Ask Price, all as of the prior Business Day’s Pricing Time.²¹

The Russell Calculated Index Funds, except as otherwise noted herein, will operate in a manner identical to the operation of the Funds. The requested relief would amend the Prior Order to depart from (i) the Calculation Agent Representation and (ii) the Disclosure Representations to allow the Russell Calculated Index Funds to use an affiliated Calculation Agent and disclose only the weightings information of the top 10 constituents of each Underlying Index on the Website, respectively. The Russell Calculated Index Funds will comply with the terms and conditions of the Prior Order as amended by the Order.

Based on the facts and circumstances described above and the Policies and Procedures to be adopted by the Applicants to guard against conflicts of interest described in the Application, the Applicants believe: (i) with respect to the relief requested pursuant to Section 6(c) of the Act, the requested exemption for the proposed transactions is appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act; (ii) with respect to the relief requested pursuant to Section 17(b) of the Act, the proposed transactions are reasonable and fair and do not involve overreaching on the part of any person concerned; and (iii) with respect to the relief requested pursuant to Section 12(d)(1)(J) of the Act, the requested exemption for the proposed transactions is consistent with the public interest and the protection of investors; the proposed transactions are consistent with the policies of each Russell Calculated Index Fund; and that the proposed transactions are consistent with the general purposes of the Act.

The Applicants respectfully request that the Commission grant an Order amending the Prior Order under Section 6(c) of the Act for an exemption from Sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and Rule 22c-1 under the Act, under Section 12(d)(1)(J) of the Act, for an exemption from Sections 12(d)(1)(A) and 12(d)(1)(B) of the Act, and under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and 17(a)(2) of the Act.

The Applicants agree that any order of the Commission granting the requested relief will be subject to the same conditions as those imposed by the Prior Order, as well as the following conditions:

Pursuant to Rule 0-2(f) under the Act, the Applicants state that its address is as indicated on the first page of the Application. The Applicants further state that all written or oral communications concerning the Application should be directed as indicated on the first

page of the Application. The Authorizations required by Rule 0-2(c) under the Act are included in the Application as Exhibit A. Thomas A. Carter is authorized to sign and file this document on behalf of ALPS Distributors, Inc. pursuant to the general authority vested in him as President of ALPS. The Verifications required by Rule 0-2(d) under the Act is included in the Application as Exhibit B.

In accordance with Rule 0-5 under the Act, the Applicants request that the Commission issue the requested Order without holding a hearing.

Based on the facts, analysis and conditions in the Application, the Applicants respectfully request that the Commission issue an Order under Sections 6(c), 17(b) and 12(d)(1)(J) of the Act granting the relief requested by the Application.

All questions concerning the Application should be directed to the persons listed on the cover page of the Application.

I, Mary Beth Rhoden, do hereby certify that I am the duly elected, qualified and acting Secretary of Russell Investment Management Company (“RIMCo”) and that as such, I am authorized to certify that the following resolutions were unanimously adopted by RIMCo’s Board of Directors on the 25 day of June, 2009, and that these resolutions are still in force and effect and have not been further amended, rescinded or revoked as of the date hereof:

RESOLVED, that the appropriate officers of RIMCo be, and they are, and each of them hereby is, authorized to prepare, execute and file with the Securities and Exchange Commission an application for exemptive relief that will, if granted, permit, among other things, the creation of a trust and certain actively-managed exchange-traded funds and index-based exchange traded funds (the “Exemptive Application”);

FURTHER RESOLVED, that the appropriate officers of RIMCo be, and they are, and each of them hereby is, authorized to file with the Securities and Exchange Commission any amendments to the Exemptive Application in such form as they, with the advice of counsel, deem necessary or appropriate;

FURTHER RESOLVED, that the officers of RIMCo be, and they are, and each of them hereby is, authorized, empowered and directed to take such other actions as are reasonable and necessary to obtain the requested relief;

FURTHER RESOLVED, that the proper officers of RIMCo be, and they are and each of them hereby is, authorized, empowered and directed to take any and all such actions as they deem reasonable, advisable, or necessary in their judgment to carry out the interests of the foregoing resolutions; and

FURTHER RESOLVED, that each of the foregoing resolutions is consistent with the best interests of RIMCo and its shareholder.

IN WITNESS WHEREOF, I have signed this Certificate on behalf of RIMCo on this 20th day of January, 2012.


Russell Investment Management Company

By:		/s/ Mary Beth Rhoden
		Mary Beth Rhoden
		Secretary

I, Mary Beth Rhoden, do hereby certify that I am the duly elected, qualified and acting Secretary of Russell Exchange Traded Funds Trust (the “Trust”) and that as such, I am authorized to certify that the following resolutions were unanimously adopted by the Trust’s Board of Trustees on the 23rd day of February, 2011, and that these resolutions are still in force and effect and have not been further amended, rescinded or revoked as of the date hereof:

RESOLVED, that the appropriate officers of the Trust be, and they are, and each of them hereby is, authorized to prepare, execute and file with the Securities and Exchange Commission an application or applications for exemptive relief, and any amendments thereto, that will add the Trust as a party to the relief, which will, if granted, permit the Trust to offer certain index-based exchange traded funds;

FURTHER RESOLVED, that the appropriate officers of the Trust be, and they are, and each of them hereby is, authorized to file with the Securities and Exchange Commission any amendments to the Exemptive Application in such form as they, with the advice of counsel, deem necessary or appropriate;

FURTHER RESOLVED, that the officers of the Trust be, and they are, and each of them hereby is, authorized, empowered and directed to take such other actions as are reasonable and necessary to obtain the requested relief; and

FURTHER RESOLVED, that the proper officers of the Trust be, and they are and each of them hereby is, authorized, empowered, and directed to take any and all such actions as they deem reasonable, advisable, or necessary in their judgment to carry out the intent of the foregoing resolutions.

IN WITNESS WHEREOF, I have signed this Certificate on behalf of the Trust on this 20th day of January, 2012.


Russell Exchange Traded Funds Trust

By:		/s/ Mary Beth Rhoden
		Mary Beth Rhoden
		Secretary

I, Mary Beth Rhoden, do hereby certify that I am the duly elected, qualified and acting Secretary of Russell Financial Services, Inc. (“RFS”) and that as such, I am authorized to certify that the following resolutions were unanimously adopted by RFS’s Board of Directors on the 25 day of June, 2009, and that these resolutions are still in force and effect and have not been further amended, rescinded or revoked as of the date hereof:

RESOLVED, that the appropriate officers of RFS be, and they are, and each of them hereby is, authorized to prepare, execute and file with the Securities and Exchange Commission an application for exemptive relief that will, if granted, permit, among other things, the creation of a trust and certain actively-managed exchange-traded funds and index-based exchange traded funds (the “Exemptive Application”);

FURTHER RESOLVED, that the appropriate officers of RFS be, and they are, and each of them hereby is, authorized to file with the Securities and Exchange Commission any amendments to the Exemptive Application in such form as they, with the advice of counsel, deem necessary or appropriate;

FURTHER RESOLVED, that the officers of RFS be, and they are, and each of them hereby is, authorized, empowered and directed to take such other actions as are reasonable and necessary to obtain the requested relief;

FURTHER RESOLVED, that the proper officers of RFS be, and they are and each of them hereby is, authorized, empowered and directed to take any and all such actions as they deem reasonable, advisable, or necessary in their judgment to carry out the interests of the foregoing resolutions; and

FURTHER RESOLVED, that each of the foregoing resolutions is consistent with the best interests of RFS and its shareholder.

IN WITNESS WHEREOF, I have signed this Certificate on behalf of RFS on this 20th day of January, 2012.


Russell Financial Services, Inc.

By:		/s/ Mary Beth Rhoden
		Mary Beth Rhoden
		Secretary

The undersigned being duly sworn deposes and says that she has duly executed the attached Amended and Restated Application for and on behalf of Russell Investment Management Company, Russell Exchange Traded Funds Trust and Russell Financial Services, Inc. (each, a “Company”), that she is the Secretary of each Company and that all actions by stockholders, directors and other bodies necessary to authorize deponent to execute and file such instrument have been taken. Deponent further says that she is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of her knowledge, information and belief.

/s/ Mary Beth Rhoden

Mary Beth Rhoden

Secretary

The undersigned being duly sworn deposes and says that he has duly executed the attached Amended and Restated Application for and on behalf of ALPS Distributors, Inc. (the “Distributor”), a Colorado corporation, that he is the President of the Distributor and that all actions by shareholders, trustees, directors and other bodies necessary to authorize deponent to execute and file such instrument have been taken. Deponent further says that he is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.

/s/ Thomas A. Carter

Thomas A. Carter

President


			Page

I.	INTRODUCTION			4

II.	BACKGROUND			9

	A.	The Applicants		9
	B.	Index Provider		10
	C.	The Russell Calculated Index Funds		11
	D.	The Calculation Agent		12
	E.	The Need for Exemptive Relief		13
	F.	Policies and Procedures to Guard Against Conflicts of Interest		18
	G.	The Departure from the Representations Does Not Raise Concerns		27

III.	IN SUPPORT OF THE APPLICATION			29

IV.	REQUEST FOR ORDER			30

V.	EXPRESS CONDITIONS TO THE APPLICATION			30

VI.	PROCEDURAL MATTERS, CONCLUSIONS AND SIGNATURES			30

EXHIBIT A-1 AUTHORIZATION				33

EXHIBIT A-2 AUTHORIZATION				35

EXHIBIT A-3 AUTHORIZATION				36

EXHIBIT B-1 VERIFICATION				37

EXHIBIT B-2 VERIFICATION				38

RUSSELL INVESTMENT MANAGEMENT COMPANY

Dated: 1/20/2012

/s/ Mary Beth Rhoden

Mary Beth Rhoden