Correspondence filing for Russell Investment Funds

0001193125-07-163269.txt : 20160426 0001193125-07-163269.hdr.sgml : 20160426 20070726191134 ACCESSION NUMBER: 0001193125-07-163269 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUSSELL INVESTMENT FUNDS CENTRAL INDEX KEY: 0000824036 IRS NUMBER: 911717303 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1301 SECOND AVENUE STREET 2: 18TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 800-787-7354 MAIL ADDRESS: STREET 1: 1301 SECOND AVENUE STREET 2: 18TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: RUSSELL INSURANCE FUNDS DATE OF NAME CHANGE: 19960918 CORRESP 1 filename1.htm Correspondence filing for Russell Investment Funds

200 Clarendon Street

27th Floor

Boston, MA 02116-5021

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

Min S. Oh, Esq.

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:	Russell Investment Funds Proxy Statement on Schedule 14A

Dear Mr. Oh:

Pursuant to your request, this letter responds to comments you provided to me in a telephonic discussion on June 15, 2007 regarding the Proxy Statement on Schedule 14A for Russell Investment Funds (the “Proxy Statement”). A preliminary version of the Proxy Statement was filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2007, and a definitive version of the Proxy Statement was filed with the SEC on July 26, 2007.

Please also find below our supplemental responses to your questions and comments. The responses correspond to the comments and questions given orally on June 15, 2007. Where appropriate, we have summarized your questions. Capitalized terms used herein and not defined herein have the meanings ascribed to them in the Proxy Statement.

Response to Comments

Comment: Please provide the disclosure required by Item 4(a)(3) of Schedule 14A with respect to Computershare Fund Services.

Response: Please note that there are no solicitation costs for Russell Investment Funds with respect to this proxy solicitation.

Comment: Please note the references to proxy or voting instruction card. Please clarify whether these are separate documents or one in the same.

Austin Boston Charlotte Hartford New York Newport Beach Philadelphia Princeton San Francisco Silicon Valley Washington DC Brussels London Luxembourg Munich Paris

Response: Please note that while the proxy card and the voting instruction card contain materially the same information, the proxy card will be sent to Insurance Companies, while the voting instruction card will be sent directly to Contract Owners. Please note the following disclosure in the Question & Answer section:

“Contract Owners may instruct their Insurance Company how to vote shares of the Funds attributable to their Variable Contract or Variable Policy in writing, by executing the enclosed voting instruction card and returning it in the envelope provided or via telephone or the Internet as described in the voting instruction card.”

Comment: Please define the term “Accounts” as it appears in the Answer section of the fourth Question & Answer.

Response: In response to this comment, the term “Accounts” as it appears in the Answer section of the fourth Question & Answer has been changed to “1940 Act Separate Accounts”.

Comment: Please confirm compliance with paragraph (a) of Item 5 of Schedule 14A.

Response: We can confirm compliance with paragraph (a) of Item 5 of Schedule 14A.

Comment: In the table with the information about trustees and officers, please provide each individual’s age, not birthdate, as required by Item 22(b)(1) of Schedule 14A.

Response: We believe that the current disclosure is sufficient to comply with Item 22(b)(1) of Schedule 14A, and therefore respectfully decline to make the requested change.

Comment: In the Trustee Compensation Table, please confirm the accuracy of the absence of compensation disclosure for the three highest paid officers, as required by Item 22(b)(13) of Schedule 14A.

Response: We can confirm the accuracy of the absence of compensation disclosure for the three highest paid officers.

Comment: In the heading for the table setting forth the equity securities beneficially owned by the trustees, please reconcile the date with the date in the introductory sentence.

Response: The requested change has been made.

Comment: On page 11, please revise the first sentence to comply with Item 407(f) of Regulation S-K, as required by Item 22(b)(15) of Schedule 14A.

Response: We believe that the current disclosure is sufficient to comply with Item 407(f) of Regulation S-K, as required by Item 22(b)(15) of Schedule 14A, and therefore we respectfully decline to make the requested change.

Comment: On page 11, please include disclosure that complies with Item 407(c)(2)(iii) of Regulation S-K, as required by Item 22(b)(15)(ii)(A).

Response: Please note the following disclosure in the “Board Meetings, Committees and Other Related Matters” section:

“The Committee will not consider nominees recommended by Shareholders of the Funds.”

We believe that the current disclosure is responsive to Item 407(c)(2)(iii) of Regulation S-K, as required by Item 22(b)(15)(ii)(A), and therefore we respectfully decline to make additional disclosure.

b.(1).

Comment: Please disclose the process for identifying and nominating directors, as required by Item 407(c)(2)(vi) of Regulation S-K, as required by Item 22(b)(15)(ii)(A) of Schedule 14A.

Response: In response to this comment, the following language has been added to the Proxy Statement:

“When seeking to fill vacancies on the Board or adding Trustees to the then existing membership, the Nominating and Governance Committee identifies potential nominees through its network of contacts, and may also engage, if it deems appropriate, a professional search firm. The Nominating and Governance Committee meets to discuss and consider such candidates’ qualifications and then chooses a candidate by majority vote to recommend to the full Board for its consideration.”

b.(2).

Comment: Please provide the information for Greg Stark required by Item 407(c)(2)(vii) of Regulation S-K, as required by Item 22(b)(15)(ii)(A) of Schedule 14A.

Response: Greg Stark is an executive officer, and Item 407(c)(2)(vii) of Regulation S-K excepts nominees who are executive officers. We therefore respectfully decline to make the requested change.

Comment: With respect to each proposal, please confirm that the vote required to approve each proposal complies with the relevant state and federal securities laws.

Response: We can confirm that the vote required to approve each proposal complies with the relevant state and federal securities laws.

Comment: Please clarify the process by which nominees are elected, as explained in the fourth paragraph of the Required Vote heading of proposal 1.

Response: We believe that the current disclosure is sufficiently clear, and therefore respectfully decline to make the requested change.

10.

Comment: Please clarify the use of terminology and number with respect to proposal 2.

Response: In response to this comment, the language of the Amendment to the Master Trust Agreement has been revised such that the title of subsection 4.2(d) is now “Liquidation and Termination.”

Comment: Please highlight the differences between the original and amended language of the Master Trust Agreement. Please note the impact, both positive and negative, of the changes on shareholders.

Response: In response to this comment, we have provided in the Proxy Statement a marked version of the relevant provisions of the Master Trust Agreement, indicating the proposed changes. We believe that the current disclosure concerning the impact, both positive and negative, of the changes on shareholders, is sufficient. We therefore respectfully decline to make the requested disclosure.

11.

Comment: With regard to Proposal 3, please highlight the differences between the original and amended language of the Master Trust Agreement. Please note the impact, both positive and negative, of the changes on shareholders.

Response: In response to this comment, we have provided in the Proxy Statement a marked version of the relevant provisions of the Master Trust Agreement, indicating the proposed changes. In addition, the following language has been added to the discussion section of Proposal 3:

reorganized. Additionally, the reorganization of a Fund may have tax ramifications for Shareholders. However, the Board of Trustees operates under a fiduciary duty to act in Shareholders’ best interests, and will only approve a reorganization if it finds that the reorganization is in Shareholders’ best interests.”

12.

Comment: In the Voting Procedures section, please reconcile the second and third paragraphs with the fifth Answer in the Questions & Answers section.

Response: The requested change has been made.

13.

Comment: Given the date of the proxy statement, please revise the dates of the annual and semi-annual reports accordingly.

Response: In response to this comment, the language of the Annual and Semi-Annual Reports section of the Proxy Statement has been amended to read as follows:

“The Funds’ most recent audited financial statements and Annual Report, for the fiscal year ended December 31, 2006 has been previously mailed to Shareholders, and the Funds’ Semi-Annual Report for the period ended June 30, 2007 will be mailed to Shareholders when it is available. Both Reports are available free of charge. If you have not received one of these Reports for the Fund(s), or would like to receive additional copies, free of charge, please contact your Insurance Company.”

14.

Comment: Please provide the disclosure required by Item 23 of Schedule 14A, if applicable.

Response: In response to this comment, we have added a section entitled “Householding” to the Proxy Statement.

15.

Comment: Please file the “Tandy” representation letter via EDGAR correspondence.

Response: The requested representations will be made.

16.

Comment: Please file a copy of the response letter relating to the Russell Investment Company (“RIC”) preliminary 14A filing. Please make all appropriate corresponding changes requested for the RIC 14A filing to the Russell Investment Funds 14A filing.

Response: The requested action has been taken.

Please contact the undersigned at 617.728.7155 if you have any questions.

Very truly yours,

/s/ Joshua A. Weinberg

Joshua A. Weinberg

Enclosures

cc:	Mary Beth Rhoden, Esq.

John V. O’Hanlon, Esq.

CORRESP 2 filename2.htm RIC Response Letter to discussion dated June 7, 2007

200 Clarendon Street 27th Floor Boston, MA 02116-5021

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

Kimberly Browning, Esq.

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: Russell Investment Company Proxy Statement on Schedule 14A

Dear Ms. Browning:

Attached herewith is the final version of the Proxy Statement on Schedule 14A for Russell Investment Company (the “Proxy Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2007, as revised to address your comments of June 15, 2007. Also attached is a marked copy to highlight the revisions in the final version against the original.

Response to Comments

Comment: Please file a letter via EDGAR correspondence with the “Tandy” representations.

Response: The requested representations will be made.

Comment: With regard to Proposal 1, please clearly explain why the proposal is being made, the ramifications to shareholders, and why it is in their best interests. Please include a statement that the Board found that approving the proposal is in the shareholders best interests.

Austin Boston Charlotte Hartford New York Newport Beach Philadelphia Princeton San Francisco Silicon Valley Washington DC Brussels London Luxembourg Munich Paris

Response: In response to this comment, the following language has been added to the discussion of Proposal 1:

“The Trust is submitting for Shareholder approval the election of the Trustees in order to meet the requirement under the 1940 Act that at least two-thirds of the Trustees have been elected by Shareholders. After careful consideration, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to submit for their approval the election of each of the Nominees, even if previously elected.”

Comment: In the “Officers” table on page 7, please make the “Officers” heading more prominent.

Response: The requested change has been made.

Comment: For nominee for Independent Trustee Thaddas L. Alston, please include a brief parenthetical description of Larco Investments, Ltd. For nominee for Independent Trustee Kristianne Blake, please include a brief parenthetical description of Avista Corp.

Response: In response to this comment, the disclosure has been revised to reflect that Larco Investments, Ltd. is a real estate firm, and that Avista Corp is an electric utilities company.

The following comments relate to Proposal 2:

Comment: In the first paragraph, in the penultimate sentence, please replace “certain Funds” with the actual names of the funds which will be excepted from the shareholder approval requirement for liquidation.

Response: In response to this comment, the language of the proposal has been revised to reflect the names of funds which will be excepted from the shareholder approval requirement for liquidation. Please see the revised Proxy Statement attached hereto, which is marked to show changes against the preliminary Proxy Statement.

Comment: Please clarify the disclosure to explain that the amendment applies only to liquidations and terminations, and does not apply to reorganizations.

Response: In response to this comment, the following language has been added to the discussion section of Proposal 2:

“This amendment applies only to liquidations and terminations, and does not apply to reorganizations. Shareholders are being asked to vote on an amendment to the Master Trust Agreement relating to reorganizations in a separate proposal.”

Comment: Please clarify that the proposal would not permit the termination of a fund and the subsequent revival of that fund as another type of business entity.

Response: We can confirm that the proposal would not permit the termination of a fund and the subsequent revival of that fund as another type of business entity.

Comment: Please include a statement in plain English that makes clear that, if the proposal is approved, shareholders will no longer have a vote on the liquidation or termination of the fund.

Response: In response to this comment, the following language has been added to the discussion section of Proposal 2:

“If the amendment is approved, Shareholders of a Fund will no longer be required or entitled to vote on the liquidation or termination of that Fund.”

Comment: Please delete “[to be completed following the Shareholder Meeting]” and replace it with a list of the funds which will be excepted from the shareholder approval requirement for termination.

Response: In response to this comment, the language of the amendment has been revised to reflect the list of funds which will be

excepted from the shareholder approval requirement for termination. Please see the revised Proxy Statement attached hereto, which is marked to show changes against the preliminary Proxy Statement.

The following comments relate to Proposal 3:

Comment: In the first sentence, please clarify that reorganization includes “merger”.

Response: In response to this comment, the first sentence of the discussion section of Proposal 3 has been deleted and replaced with the following:

“After careful consideration, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to allow the reorganization (including merger) of any Fund without the specific approval of the Shareholders of such Fund.”

Comment: Please explain how removing the rights of shareholders to vote on the reorganization of their fund is consistent with the 1940 Act.

Response: We note that by approving the amendment providing an exception to the Shareholder approval requirement for reorganizations, Shareholders will be voluntarily relinquishing the right to vote on reorganizations of their Fund. Additionally, the Board of Trustees has concluded that it is in the best interests of the Trust’s Shareholders to allow the reorganization of any Fund without the specific approval of the Shareholders of such Fund. Before using any new flexibility that the proposed amendment may afford, the Board of Trustees must first consider the Shareholders’ interests.

We note that no provision of the 1940 Act requires that Shareholders have the right to vote on reorganizations of their Fund. We also note that when adopting amendments to Rule 17a-8, the Commission expressly noted in footnote 18, that “In some cases rule 17a-8 may permit a merger to occur without shareholder approval.” (Release No. IC-25666, July 26, 2002).

Comment: Please discuss the ramifications with respect to risks that arise if a fund is merged without the vote of shareholders.

Response: In response to this comment, the following language has been added to the discussion of Proposal 3:

“To the extent that the Board of Trustees approves the reorganization of a Fund with another Fund that has different investment strategies or risks, Shareholders will be subject to those different investment strategies or risks. The nature of such risks will depend on the Fund(s) being reorganized. Additionally, the reorganization of a Fund may have tax ramifications for Shareholders. However, the Board of Trustees will only approve a reorganization if it finds that the reorganization is in Shareholders’ best interests.”

Comment: In the text of the Reorganization amendment, please clarify when the shareholders will have a vote, and when they will not.

Response: In response to this comment, the language of the amendment has been revised to clarify when shareholders will have a vote on a fund reorganization, and when they will not. Please see the revised Proxy Statement attached hereto, which is marked to show changes against the preliminary Proxy Statement.

Comment: Please delete “[to be completed following the Shareholder Meeting]” and replace it with a list of the funds which are excepted from the shareholder approval requirement for reorganization.

Response: In response to this comment, the language of the amendment has been revised to reflect the funds are excepted from the shareholder approval requirement for reorganization. Please see the revised Proxy Statement attached hereto, which is marked to show changes against the preliminary Proxy Statement.

Comment: In Proposal 4, in the sentence “As a non-diversified fund, the Fund may be subject to additional risk,” please change “may” to “will.”

Response: The requested change has been made.

Comment: With regard to Board Considerations, have any Russell Funds recently redeemed out of the US Government Money Market Fund or the Tax Free Money Market Fund?

Response: As of July 10, 2007, no RIC Funds have redeemed shares of the US Government Money Market Fund or the Tax Free Money Market Fund. However, between now and the Shareholder Meeting, the RIC Funds that invest their cash reserves and/or securities lending cash collateral in the Tax Free Money Market Fund or US Government Money Market Fund will instead invest in the Money Market Fund.

Comment: In general, please put information like “Shares Outstanding” into the text of the document, rather than including it as an exhibit.

Response: The requested changes have been made.

Please contact the undersigned at 617.728.7155 if you have any questions.

Very truly yours,

/s/ Joshua A. Weinberg

Joshua A. Weinberg

Enclosures

cc:	Min S. Oh, Esq.

Mary Beth Rhoden, Esq.

John V. O’Hanlon, Esq.

CORRESP 3 filename3.htm RIC Response Letter to discussion dated July 16, 2007

200 Clarendon Street 27th Floor

Boston, MA 02116-5021

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

Kimberly Browning, Esq.

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:	Russell Investment Company Proxy Statement on Schedule 14A

Dear Ms. Browning:

Pursuant to your request, this letter responds to comments you provided to me in a telephonic discussion on July 16, 2007 regarding the Proxy Statement on Schedule 14A for Russell Investment Company (the “Proxy Statement”). A preliminary version of the Proxy Statement was filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2007, and a definitive version of the Proxy Statement was filed with the SEC on July 13, 2007.

Please also find below our supplemental responses to your questions and comments. The responses correspond to the comments and questions given orally on July 16, 2007. Where appropriate, we have summarized your questions. Capitalized terms used herein and not defined herein have the meanings ascribed to them in the Proxy Statement.

Response to Comments

Comment: With regard to Proposal 1, please further clarify why the proposal is being made, and the ramifications to shareholders. Please make clear to shareholders that, as a result of this Proposal, the Trustees will be able to fill vacancies without a shareholder vote.

Response: We note that in response to your initial comment on Proposal 1, the following language was added to the discussion of Proposal 1:

Austin Boston Charlotte Hartford New York Newport Beach Philadelphia Princeton San Francisco Silicon Valley Washington DC Brussels London Luxembourg Munich Paris

We believe that our response had adequately addressed your comment, and as a result commenced the printing of the Proxy Statement. Therefore, we are unable to make the requested change. In our view, the disclosure adequately addresses issues raised by the Proposal.

Comment: In Proposals 2 and 3, please provide further detail about the timing, if possible, regarding the prior notice which the Board will provide to Shareholders of a liquidation or reorganization of their Fund.

Response: The Board has not established a time frame for providing Shareholders with prior notice of a liquidation or reorganization of their Fund.

Comment: Please clarify the specific circumstances under which the Board will vote on the liquidation or reorganization of a Fund without the affirmative vote of the Shareholders.

Response: We note that the Board has not yet been given the authority to vote on the liquidation or reorganization of a Fund without the affirmative vote of Shareholders. We do not know what circumstances will arise that would cause the Board to either seek or not seek shareholder approval for liquidation or reorganization of a Fund. The Board will make such determinations on a case-by-case basis, and we are therefore unable to predict, and unable to disclose, factors that would trigger the Board’s decisions with regard to seeking shareholder approval for the liquidation or reorganization of a Fund.

Please contact the undersigned at 617.728.7155 if you have any questions.

Very truly yours,

/s/ Joshua A. Weinberg

Joshua A. Weinberg

Enclosures

cc:	Min S. Oh, Esq.

Mary Beth Rhoden, Esq.

John V. O’Hanlon, Esq.

CORRESP 4 filename4.htm Tandy Letter

Russell Investment Funds

909 A Street

Tacoma, Washington 98402

July 26, 2007

VIA EDGAR CORRESPONDENCE

Min S. Oh, Esq.

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Russell Investment Funds

Securities Act File No. 33-18030

Investment Company Act File No. 811-5371

Dear Mr. Oh:

In connection with your recent review of the Proxy Statement filed by Russell Investment Funds (“Trust”) on June 7, 2007, the undersigned hereby acknowledges on behalf of the Trust that:

•

the Trust is responsible for the adequacy and the accuracy of the disclosure contained in the Proxy Statement filed by the Trust on June 7, 2007 and the definitive Proxy Statement filed by the Trust on July 26, 2007;

•

Comments of the staff of the Securities and Exchange Commission (“SEC Staff”), if any, or changes to disclosure in response to SEC Staff comments, if any, in the filings reviewed by the Staff do not foreclose the Securities and Exchange Commission (“SEC”) from taking any action with respect to the filing made; and

•

the Trust may not assert SEC Staff comments, or lack thereof, as a defense in any proceeding initiated by the SEC under the federal securities laws of the United States.

As indicated in the SEC’s June 24, 2004 release regarding the public release of comment letters and responses, you are requesting such acknowledgements from all companies whose filings are being reviewed and this request and these acknowledgements should not be construed as suggesting that there is an inquiry or investigation or other such matter involving the Trust.

Thank you for your attention to the foregoing.

Sincerely,

/s/ Mary Beth Rhoden

Mary Beth Rhoden

Assistant Secretary

Russell Investment Funds

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