<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
<TABLE>
<S> <C>
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
</TABLE>
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FRANK RUSSELL INVESTMENT COMPANY
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined.
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration State No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FRANK RUSSELL INVESTMENT COMPANY
909 A STREET
TACOMA, WASHINGTON 98402
-------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
FRANK RUSSELL INVESTMENT COMPANY
TO BE HELD ON JANUARY 22, 1996
-------------------------------------------------
To the Shareholders of each of the Diversified Equity, Special Growth, Equity
Income, Quantitative Equity, Diversified Bond, Volatility Constrained Bond,
International Securities, Limited Volatility Tax Free, U.S. Government Money
Market, Tax Free Money Market, Real Estate Securities, Multistrategy Bond,
Equity I, Equity II, Equity III, Equity Q, International, Emerging Markets,
Fixed Income I, Fixed Income II, Fixed Income III and Money Market Funds (the
"Funds"), comprising the Frank Russell Investment Company:
Notice is hereby given that a Special Meeting of the Shareholders of Frank
Russell Investment Company (the "Investment Company"), will be held at the
offices of Frank Russell Investment Company, 909 A Street, Tacoma, Washington,
on Monday, January 22, 1996, at 9:00 a.m., local time (the "Meeting"), to
consider a proposal to operate the Funds in accordance with an exemptive order
granted to the Investment Company and Frank Russell Investment Management
Company (the "Manager") on June 27, 1995 by the Securities and Exchange
Commission (the "Exemptive Order"). The Order permits the Manager to engage
and terminate unaffiliated money managers for each Fund without holding
shareholder meetings and to publish in the Investment Company's prospectus,
with respect to each Fund, only the aggregate fees paid to that Fund's money
managers and the net advisory fees retained by the Manager with respect to that
Fund. The proposal is discussed in greater detail in the accompanying proxy
statement.
Shareholders may also consider and act upon such other matters as may properly
come before the Meeting or any adjournments thereof.
The close of business on November 30, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
By Order of the Trustees,
/s/ Karl J. Ege
-------------------------
KARL J. EGE
Secretary
December 14, 1995
________________________________________________________________________________
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING! WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. IF YOU DESIRE TO VOTE IN PERSON YOU
MAY REVOKE YOUR PROXY PRIOR TO THE MEETING.
________________________________________________________________________________
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FRANK RUSSELL INVESTMENT COMPANY
909 A STREET
TACOMA, WASHINGTON 98402
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
OF
FRANK RUSSELL INVESTMENT COMPANY
TO BE HELD ON JANUARY 22, 1996
VOTING, REVOCATION AND SOLICITATION OF PROXIES
SPECIAL MEETING
This Proxy Statement is being furnished to the shareholders of the Diversified
Equity, Special Growth, Equity Income, Quantitative Equity, International
Securities, Diversified Bond, Volatility Constrained Bond, Multistrategy Bond,
Limited Volatility Tax Free, Real Estate Securities, U.S. Government Money
Market, Tax Free Money Market, Equity I, Equity II, Equity III, Equity Q,
International, Emerging Markets, Fixed Income I, Fixed Income II, Fixed Income
III, Money Market Funds (the "Funds"), comprising Frank Russell Investment
Company, a Massachusetts business trust (the "Investment Company"), in
connection with the solicitation of proxies by and on behalf of the Investment
Company's Board of Trustees for use at a Special Meeting of the Shareholders of
the Investment Company (the "Meeting") to be held at the offices of the
Investment Company, 909 A Street, Tacoma, Washington 98402, on January 22,
1996, at 9:00 a.m., local time, and any adjournments thereof. This Proxy
Statement is first being mailed to shareholders on or about December 14, 1995.
RECORD DATE
The Board of Trustees of the Investment Company has fixed the close of business
on November 30, 1995 as the record date (the "Record Date") for the
determination of Shareholders entitled to notice of and to vote at the Meeting
and any adjournments thereof. Only holders of record of shares at the close of
business on the Record Date are entitled to notice of, and to vote at, the
Meeting and any adjournments thereof. The holders of 5% or more of the
Investment Company's shares are listed in the section "Ownership of Investment
Company Shares." At the close of business on the Record Date, the total
number of voting shares of the Investment Company issued and outstanding
was 510,446,004.613.
The holder of record of each full share of beneficial interest of the
Investment Company outstanding as of the close of business on the Record Date
is entitled to one vote for each share held of record upon each matter properly
submitted to the meeting or any adjournments thereof, with a proportionate vote
for each fractional share.
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<PAGE> 4
PROXIES
Shareholders of the Investment Company are requested to complete, date, sign
and promptly return in the enclosed postage paid envelope the accompanying form
of proxy. If the enclosed proxy is properly executed and received prior to the
Meeting, the shares represented thereby will be voted in accordance with the
instructions marked on the proxy unless such proxy has previously been revoked.
Unless instructions to the contrary are marked on the proxy, the proxy will be
voted FOR the proposal described in this Proxy Statement and in the discretion
of the persons named as proxies in connection with any other matter that may
properly come before the Meeting or any adjournments thereof. Except as
described in this Proxy Statement, the Board of Trustees does not know of any
matter to be considered at the Meeting other than the matters referred to in
the Notice of Special Meeting accompanying this Proxy Statement.
Any shareholder who has given a proxy has the right to revoke it at any time
prior to its exercise by attending the Meeting and voting his or her shares in
person or by submitting, prior to the date of the Meeting, a written notice of
revocation or a subsequently dated proxy to the following: Frank Russell
Investment Company, 909 A Street, Tacoma, Washington 98402, Attention:
Secretary.
In the event a quorum is not present at the Meeting or sufficient votes to
approve the proposal are not received, the persons named as proxies may propose
one or more adjournments of such Meeting to permit further solicitation of
proxies. A shareholder vote may be taken on any other matter to properly come
before the Meeting prior to such adjournment if sufficient votes to approve
such matters have been received and such vote is otherwise appropriate. Any
adjournment of the Meeting will require the affirmative vote of a majority of
those shares present at the Meeting or represented by proxy and voting. The
persons named as proxies in the proxy card will vote in favor of an adjournment
those proxies which they are entitled to vote in favor of the proposal for
which further solicitation of proxies is to be made. They will vote against
any such adjournment those proxies required to be voted against such proposal.
The costs of any such additional solicitation and of any adjourned session will
be borne by the Investment Company. Abstentions and broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not
have discretionary power) will be counted as shares that are present for
purposes of determining the presence of a quorum and will have the effect of a
vote against the proposal set forth in this Proxy Statement.
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<PAGE> 5
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers of the Investment
Company, officers and regular employees of Frank Russell Investment Management
Company (the "Manager"), the Funds' investment adviser, and of Russell Fund
Distributors, Inc., the Funds' distributor, may also solicit proxies by
telephone or facsimile or computer transmission or in person. The Investment
Company does not anticipate that it will retain a proxy solicitation firm to
assist in the solicitation of proxies for the Meeting. If the Investment
Company were to retain such a firm, the associated cost (which would be borne
by the Investment Company) would depend upon the amount and types of services
rendered. The costs of solicitation and expenses incurred in connection with
preparing this Proxy Statement and its enclosures will be borne by the
Investment Company. The Investment Company will reimburse firms and others for
their expenses in forwarding solicitation materials to the beneficial owners of
Shares.
At a meeting of the Board of Trustees on November 6, 1995, the Board, including
a majority of the Trustees who are not "interested persons," authorized the
holding of a shareholder meeting to consider the proposal. The Board believes
that it is in the best interest of the Investment Company to approve the
proposal because of the enhanced disclosure and additional information provided
to Shareholders under the proposal. The Board believes that approval of the
proposal is fair and equitable, and consistent with the best interests of the
Shareholders.
APPROVAL OF THE INVESTMENT COMPANY'S OPERATION
IN ACCORDANCE WITH A SECURITIES AND
EXCHANGE COMMISSION EXEMPTIVE ORDER
The following proposal relates to an exemptive order granted on June 27, 1995
to the Investment Company and the Manager by the Securities and Exchange
Commission (the "Exemptive Order"). The Exemptive Order permits the Manager,
on behalf of the Investment Company, to engage and terminate money managers for
each Fund without holding a shareholder meeting and to publish in the
Investment Company's prospectus, with respect to any Fund, only (i) the total
advisory fee charged by the Manager, (ii) the aggregate fees paid to that
Fund's money managers, and (iii) the net advisory fees retained by the Manager
with respect to that Fund.
PROPOSAL: To approve the Investment Company's operation in accordance
with the exemptive order granted on June 27, 1995 to the Investment
Company and the Manager by the Securities and Exchange Commission.
The Exemptive Order, by its terms, cannot be relied upon by the Investment
Company or the Manager until the Investment Company's operation in accordance
with the Exemptive Order is approved by the Investment Company's Shareholders.
That approval must be obtained within a year of the Securities and Exchange
Commission's issuance of the Exemptive Order. The Board of Trustees of the
Investment Company believes that the Investment Company's reliance on the
Exemptive Order is necessary and appropriate, and is in the best interests of
the Investment Company. The Board has approved the Investment Company's
operation under the Exemptive Order as described herein, and recommends the
adoption of the proposal by the Shareholders of the Investment Company. The
Board believes that the interests of each of the Funds under the proposal is
identical, and therefore all Shareholders of the Investment Company will vote
together on this proposal.
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<PAGE> 6
BACKGROUND
The Investment Company, since its inception, has operated under the provisions
of an exemptive order granted in 1981 to the Investment Company and the Manager
(the "1981 Order"). The 1981 Order permits the Manager, on behalf of the
Investment Company, (i) to hire and contract with money managers for each Fund
without obtaining Shareholder approval through a proxy solicitation to do so,
and (ii) to not publish, in the Investment Company's prospectus, the fees paid
to the money managers.
More recently, the Investment Company and the Manager requested that the
Securities and Exchange Commission grant the new Exemptive Order which will
supersede the 1981 Order. That request was granted on June 27, 1995.
The new Exemptive Order differs from the 1981 Order principally in that the
Investment Company's prospectus will disclose, as to each Fund, (i) the total
advisory fee charged by the Manager, (ii) the aggregate fees paid to all of the
money managers for that Fund as a group, and (iii) the net advisory fees
retained by the Manager. Additionally, the Investment Company will provide
detailed information to shareholders regarding any new Money Manager within 60
days of the Investment Company's hiring of that Money Manager.
The new Exemptive Order does not change the Manager's ability, on behalf of the
Investment Company, to engage and terminate money managers for each Fund
without holding a shareholder meeting, except that this ability specifically
does not extend to money managers that are affiliated with the Manager. If the
proposal is approved by the Shareholders of the Investment Company, the
Investment Company intends to begin relying on the new Exemptive Order by June
27, 1996.
The Manager and the Board of Trustees of the Investment Company consider that
the arrangements permitted by the new Exemptive Order provide more disclosure
regarding management and advisory fees paid with respect to each Fund and that
such additional information will assist investors. The Manager and the Board
further believe that the provision of additional, detailed information
regarding new money managers to shareholders will benefit shareholders in the
same manner.
THE INVESTMENT COMPANY'S OPERATION UNDER THE PROPOSAL WILL NOT INCREASE THE
FEES PAID BY THE INVESTMENT COMPANY TO THE MANAGER OR THE MONEY MANAGERS.
Attached as Exhibit A to this proxy statement is a (i) copy of the Securities
and Exchange Commission's public notice of its intent to grant the Exemptive
Order, which summarizes the basis for and terms of the Exemptive Order and (ii)
copy of the Exemptive Order itself, as published by the Securities and Exchange
Commission.
REQUIRED VOTE
To be approved, the proposal must receive the affirmative vote of "a majority
of the outstanding voting securities" of the Investment Company, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"). Under the
1940 Act, a vote of a majority of the outstanding voting securities of the
Investment Company means the lesser of (1) 67% or more of the Shares of the
Investment Company represented at the Meeting if more than 50% of the
outstanding Shares are present at the Meeting or represented by proxy, or (2)
more than 50% of the outstanding Shares of the Investment Company.
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<PAGE> 7
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE PROPOSAL
---
OTHER MATTERS TO COME BEFORE THE MEETING
The Board of Trustees does not intend to present any business at the Meeting
other than the proposal, nor is it aware that any shareholder intends to do so.
If, however, any other matters are properly brought before the Meeting, the
persons named in the accompanying proxy will vote thereon in accordance with
their best judgment.
SHAREHOLDER PROPOSALS
This Meeting is a Special Meeting of all the shareholders of the Investment
Company. It is not presently anticipated that the Investment Company will hold
another meeting of all of its shareholders or the shareholders of any Fund
during the remainder of the year. As permitted under the Investment Company's
Declaration of Trust, and to save the considerable expense of shareholder
meetings, the Investment Company has not scheduled a date for a meeting of all
of its shareholders in 1996. With respect to any such meeting at any time in
the future, however, any shareholder proposals intended to be presented at the
meeting must be received by the Investment Company at its offices (ATTN:
Secretary) a reasonable time in advance of the mailing of the Investment
Company's proxy statement relating to such meeting. The timely receipt of a
shareholder proposal does not guarantee its inclusion in the proxy statement
for presentation at the meeting, as the requirements of certain federal rules
must be met.
ADDITIONAL INFORMATION
OWNERSHIP OF INVESTMENT COMPANY SHARES
As of November 30, 1995, the officers and Trustees of the Investment Company as
a group beneficially owned less than 1% of the shares of the Investment Company
outstanding on such date. As of November 30, 1995, the only persons known by
the Investment Company to be beneficial owners of more than 5% of the
Investment Company's voting securities were:
Investment Company: Ronald Blue & Co., 1100 Johnson Ferry Rd., N.E.,
Suite 600, Atlanta, GA 30342, 55,979,180.034 Shares, 10.97%, record; U.S.
National Bank of Oregon, Trust Operations, P.O. Box 3168, Portland, OR
97208, 52,929,764.540 Shares, 10.37%, record; Second National Bank, P.O.
Box 2510, East Lansing, MI 48826-9984, 52,892,820.131 Shares, 10.36%,
record, FMB - Financial Group, N.A., One Financial Plaza, Holland, MI
49423, 32,238,670.693 Shares, 6.32%, record.
INVESTMENT ADVISER AND CURRENT MONEY MANAGERS
The Investment Company's investment adviser is the Manager, 909 A Street,
Tacoma, Washington 98402. The Manager has, with the exception of the Money
Market Fund and the U.S. Government Money Market Fund, selected certain
investment advisers ("Money Managers") to manage the assets of the Funds. The
investment advisory fees of the Money Managers are paid by the Manager. The
Money Managers for each Fund, and their addresses, are as follows:
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<PAGE> 8
DIVERSIFIED EQUITY FUND
Alliance Capital Management L.P., 601 2nd Ave. South, Suite 5000, Minneapolis,
MN 55402-4322.
Systematic Financial Management, L.P., (through its Cash Flow Investors
Division) 2 Executive Drive, Fort Lee, NJ 07024.
Columbus Circle Investors, Metro Center, One Station Place, 8th Floor,
Stamford, CT 06902.
Equinox Capital Management, Inc., 399 Park Ave., 28th Floor, New York, NY
10022.
INVESCO Capital Management, Inc., 1315 Peachtree Street N.E., Suite 300,
Atlanta, GA 30309.
Lincoln Capital Management Company, 200 South Wacker Drive, Suite 2100,
Chicago, IL 60606.
Suffolk Capital Management, Inc., 250 West 57th Street, Suite 1116, New York,
NY 10107.
Trinity Investment Management Corp., 75 Park Plaza, Boston, MA 02116.
Wellington Management Company, 75 State Street, Boston, MA 02109.
SPECIAL GROWTH FUND
Delphi Management, Inc., 50 Rowes Wharf, Suite 440, Boston, MA 02111.
Fiduciary International, Inc., 2 World Trade Center, New York, NY 10048.
Jacobs Levy Equity Management, Inc., 280 Corporate Center, 3 ADP Boulevard,
Roseland, NJ 07068.
Mitchell Hutchins Institutional Investors, Inc., 1285 Ave. of the Americas, New
York, NY 10019.
Sirach Capital Management, Inc., One Union Square, Suite 3323, 600 University
Street, Seattle, WA 98101.
Wellington Management Company, See: Diversified Equity Fund.
EQUITY INCOME FUND
Brandywine Asset Management, Inc., Three Christina Centre, Suite 1200, 201 N.
Walnut Street, Wilmington, DE 19801.
Equinox Capital Management, Inc., See: Diversified Equity Fund.
Trinity Investment Management Corp., See: Diversified Equity Fund.
QUANTITATIVE EQUITY FUND
Franklin Portfolio Associates Trust, One Post Office Square, Suite 3660,
Boston, MA 02109.
J.P. Morgan Investment Management Inc., 522 Fifth Ave., 14th Floor, New York,
NY 10036.
Wells Fargo Nikko Investment Advisors, 45 Fremont Street, 6th Floor, San
Francisco, CA 94105.
INTERNATIONAL SECURITIES FUND
Grantham, Mayo, Van Otterloo & Co., 40 Rowes Wharf, Boston, MA 02110.
J.P. Morgan Investment Management Inc., See: Quantitative Equity Fund.
Marathon Asset Management Limited, 115 Shaftesbury Ave., London, England WC2H
8AD.
Oechsle International Advisors, One International Place, 44th Floor, Boston, MA
02110.
Rowe Price-Fleming International, Inc., 100 East Pratt Street, 9th Floor,
Baltimore, MD 21202, and 4th Floor, 25 Copthall Ave., London, England EC2R 7DR.
DIVERSIFIED BOND FUND
Lincoln Capital Management Company, See: Diversified Equity Fund.
Pacific Investment Management Company, 840 Newport Center Drive, Suite 360,
Newport Beach, CA 92660.
Standish, Ayer & Wood, Inc., One Financial Center, Boston, MA 02111.
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VOLATILITY CONSTRAINED BOND FUND
BlackRock Financial Management, 345 Park Ave., 31st Floor, New York, NY 10154.
Standish, Ayer & Wood, Inc., See: Diversified Bond Fund.
MULTISTRATEGY BOND FUND
BEA Associates, 153 East 53rd Street, New York, NY 10022.
Pacific Investment Management Company, See: Diversified Bond Fund.
Standish, Ayer & Wood, Inc., See: Diversified Bond Fund.
LIMITED VOLATILITY TAX FREE FUND
Massachusetts Financial Services, 500 Boylston Street, Boston, MA 02116.
T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, MD 21202.
REAL ESTATE SECURITIES FUND
Cohen & Steers Capital Management, 757 Third Avenue, New York, NY 10017.
U.S. GOVERNMENT MONEY MARKET FUND
Frank Russell Investment Management Company, 909 A Street, Tacoma, WA 98402.
TAX FREE MONEY MARKET FUND
Weiss, Peck & Greer Advisers, Inc., One New York Plaza, 30th Floor, New York,
NY 10004.
EQUITY I FUND
Alliance Capital Management L.P., See: Diversified Equity Fund.
Systematic Financial Management, L.P., See: Diversified Equity Fund.
Columbus Circle Investors, See: Diversified Equity Fund.
Equinox Capital Management, Inc., See: Diversified Equity Fund.
INVESCO Capital Management, Inc., See: Diversified Equity Fund.
Lincoln Capital Management Company, See: Diversified Equity Fund.
Suffolk Capital Management, Inc., See: Diversified Equity Fund.
Trinity Investment Management Corp., See: Diversified Equity Fund.
Wellington Management Company, See: Diversified Equity Fund.
EQUITY II FUND
Delphi Management, Inc., See: Special Growth Fund.
Fiduciary International, Inc., See: Special Growth Fund.
Jacobs Levy Equity Management, Inc., See: Special Growth Fund.
Mitchell Hutchins Institutional Investors, Inc., See: Special Growth Fund.
Sirach Capital Management, Inc., See: Special Growth Fund.
Wellington Management Company, See: Diversified Equity Fund.
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<PAGE> 10
EQUITY III FUND
Brandywine Asset Management, Inc., See: Equity Income Fund.
Equinox Capital Management, Inc., See: Equity Income Fund.
Trinity Investment Management Corp., See: Equity Income Fund.
EQUITY Q FUND
Franklin Portfolio Associates Trust, See: Quantitative Equity Fund.
J.P. Morgan Investment Management Inc., See: Quantitative Equity Fund.
Wells Fargo Nikko Investment Advisors, See: Quantitative Equity Fund.
INTERNATIONAL FUND
Grantham, Mayo, Van Otterloo & Co., See: International Securities Fund.
J.P. Morgan Investment Management Inc., See: International Securities Fund.
Marathon Asset Management Limited., See: International Securities Fund.
Oechsle International Advisors, See: International Securities Fund.
Rowe Price-Fleming International, Inc., See: International Securities Fund.
EMERGING MARKETS FUND
Genesis Asset Managers, Ltd., Bermuda House, St. Julian's Ave., St. Peter Port,
Guernsey, Channel Islands.
J.P. Morgan Asset Management, Inc., See: Equity Q Fund.
Montgomery Asset Management L.P., 600 Montgomery Street, 17th Floor, San
Francisco, CA 94111.
FIXED INCOME I FUND
Lincoln Capital Management Company, See: Diversified Bond Fund.
Pacific Investment Management Company, See: Diversified Bond Fund.
Standish, Ayer & Wood, Inc., See: Diversified Bond Fund.
FIXED INCOME II FUND
BlackRock Financial Management, See: Volatility Constrained Bond Fund.
Standish, Ayer & Wood, Inc., See: Volatility Constrained Bond Fund.
FIXED INCOME III FUND
BEA Associates, See: Multistrategy Bond Fund.
Pacific Investment Management Company, See: Multistrategy Bond Fund.
Standish, Ayer & Wood, Inc., See: Multistrategy Bond Fund.
MONEY MARKET FUND
Frank Russell Investment Management Company, 909 A Street, Tacoma, WA 98402.
The allocations of a Fund's assets among Money Managers may be changed at any
time, and Money Managers may be employed or their services terminated at any
time (subject to approval by the Board of Trustees of the Investment Company)
by the Manager, acting in consultation with Frank Russell Company ("FRC") the
Manager's corporate parent.
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<PAGE> 11
Each Money Manager has complete discretion to purchase and sell portfolio
securities for its segment of a Fund within the parameters of the Fund's
objectives, policies and restrictions and the more specific strategies
developed by the Manager and FRC. Although the Money Managers' activities are
subject to general oversight by the Board of Trustees and officers of the
Investment Company, neither the Board, the officers, the Manager nor FRC
evaluates the investment merits of the Money Managers' individual security
selections.
DISTRIBUTOR
Each Fund's principal underwriter is Russell Fund Distributors, Inc., a wholly
owned subsidiary of the Manager, 909 A Street, Tacoma, WA 98402. Russell Fund
Distributors, Inc. receives no compensation from the Investment Company for its
services.
ANNUAL REPORTS
A FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL REPORT AND THE
MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, TO A
SHAREHOLDER UPON REQUEST. A SHAREHOLDER MAY RECEIVE THE REPORT BY WRITING TO
THE SECRETARY, FRANK RUSSELL INVESTMENT COMPANY, 909 A STREET, TACOMA,
WASHINGTON 98402 OR BY TELEPHONING 1-800-832-6688.
By Order of the Trustees,
/s/ Karl J. Ege
------------------------
Karl J. Ege
Secretary
December 14, 1995
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PROXY
FRANK RUSSELL INVESTMENT COMPANY
909 A STREET
TACOMA, WASHINGTON 98402
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF TRUSTEES
The undersigned hereby appoints
Sandra J. Burke and Gregory J.
Lyons as Proxies, each with
the power to appoint his or
her substitute, and hereby
authorizes them to represent
and to vote as designated
below all the shares of
beneficial interest of Frank
Russell Investment Company
(the "Investment Company")
held of record on November
30, 1995, at the Special
Meeting of Shareholders of
the Investment Company to be
held on January 22, 1996, or
any adjournment thereof.
The Board of Trustees recommends a vote FOR the following proposal:
PROPOSAL: To approve the Investment Company's operation in accordance
with the exemptive order granted on June 27, 1995 to the Investment
Company and the Manager by the Securities and Exchange Commission.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
When properly executed, this proxy will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR THE ABOVE PROPOSAL. This proxy will be voted in the discretion of
the persons named as proxies above as to any other matters that may properly
come before the meeting or any adjournments thereof. A shareholder wishing to
vote in accordance with the Board of Trustees' recommendations need only sign
and date this proxy and return it in the enclosed envelope.
PLEASE SIGN EXACTLY AS NAME APPEARS ABOVE. WHEN SIGNING AS TRUSTEE OR
FIDUCIARY, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION OR NOMINEE, PLEASE
SIGN IN FULL CORPORATE OR NOMINEE NAME BY AN AUTHORIZED OFFICER.
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Dated: , 1995 Signature
-------------------------- -----------------------------------------
Title
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</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY, USING
THE ENCLOSED ENVELOPE
<PAGE> 13
EXHIBIT A
UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
INVESTMENT COMPANY ACT OF 1940
Release No. 21169 / June 28, 1995
- -----------------------------------------
In the Matter of
FRANK RUSSELL INVESTMENT COMPANY, ET AL.
909 A Street
Tacoma, Washington 98402
(812-7689)
- -----------------------------------------
A CONDITIONAL ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF
1940 FROM THE PROVISIONS OF SECTION 15(a) AND RULE 18F-2 THEREUNDER, AND FROM
CERTAIN DISCLOSURE REQUIREMENTS SET FORTH IN ITEM 22 OF SCHEDULE 14A UNDER THE
SECURITIES EXCHANGE ACT OF 1934, ITEMS 2, 5(b)(iii), AND 16(a)(iii) OF FORM
N-1A, ITEM 3 OF FORM N-14, ITEM 48 OF FORM N-SAR, AND SECTIONS 6-07(2)(a), (b),
AND (c) OF REGULATION S-X
Frank Russell Investment Company ("FRIC"), Russell Insurance Funds, Inc.
("RIF"), Frank Russell Investment Management Company ("FRIMCo"), Frank Russell
Company, and Russell Fund Distributors Inc. filed an application on February
19, 1991, and amendments thereto on December 20, 1993, April 15, 1994, May 3,
1995, and May 10, 1995, requesting an order under section 6(c) of the Act
exempting applicants from the provisions of section 15(a) and rule 18f-2; and
from certain disclosure requirements set forth in item 22 of Schedule 14A under
the Securities Exchange Act of 1934, items 2, 5(b)(iii), and 16(a)(iii) of Form
N-1A, item 3 of Form N-14, item 48 of Form N-SAR, and sections 6-07(2)(a), (b),
and (c) of Regulation S-X. The order permits FRIMCo to enter into sub-advisory
contracts without receiving prior shareholder approval, and permits FRIC and
RIF to disclose only aggregate sub-advisory fees for each fund in their
prospectuses and other reports.
On June 2, 1995, a notice of the filing of the application was issued
(Investment Company Act Release No. 21108). The notice gave interested persons
an opportunity to request a hearing and stated that an order disposing of the
application would be issued unless a hearing was ordered. No request for a
hearing has been filed, and the Commission has not ordered a hearing.
The matter has been considered and it is found, on the basis of the information
set forth in the application, that granting the requested exemption is
appropriate in the public interest and consistent with the protection of
investors and the purposes
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fairly intended by the policy and provisions of the Act. Accordingly,
IT IS ORDERED, under section 6(c) of the Act, that the requested exemption from
section 15(a) of the Act and rule 18f-2 thereunder; and from certain disclosure
requirements set forth in item 22 of Schedule 14A under the Securities Exchange
Act of 1934, items 2, 5(b(iii), and 16(a)(iii) of Form N-1A, item 3 of Form
N-14, item 48 of Form N-SAR, and sections 6-07(2)(a), (b), and (c) of Regulation
S-X is hereby granted, effective forthwith, subject to the conditions contained
in the application.
By the Commission.
Jonathan G. Katz
Secretary
By: /s/ MARGARET H. McFARLAND
Margaret H. McFarland
Deputy Secretary
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC - 21108; 812-7689]
Frank Russell Investment Company, et al.; Notice of Application
June 2, 1995
Agency: Securities and Exchange Commission ("SEC").
Action: Notice of Application for Exemption under the Investment Company Act
of 1940 (the "Act").
Applicants: Frank Russell Investment Company ("FRIC"), Russell Insurance
Funds, Inc. ("RIF"), Frank Russell Investment Management Company ("FRIMCo"),
Frank Russell Company ("FRC"), and Russell Fund Distributors, Inc. ("RFD").
Relevant Act Sections: Exemption requested under section 6(c) of the Act from
the provisions of section 15(a) and rule 18f-2; and from certain disclosure
requirements set forth in item 22 of Schedule 14A under the Securities Exchange
Act of 1934 (the "Exchange Act"); items 2, 5(b)(iii), and 16(a)(iii) of Form
N-1A; item 3 of Form N-14; item 48 of Form N-SAR; and sections 6-07(a)(a), (b),
and (c) of Regulation S-X.
Summary of Application: Applicants seek a conditional order permitting FRIMCo
to enter into sub-advisory contracts without receiving prior shareholder
approval, and permitting FRIC and RIF (the "Funds") to disclose only aggregate
sub-advisory fees for each fund in their prospectuses and other reports.
Filing Dates: The application was filed on February 19, 1991, and amended and
restated on December 20, 1993, April 15, 1994, May 3, 1995, and May 10, 1995.
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Hearing or Notification of Hearing: An order granting the application will be
issued unless the SEC orders a hearing. Interested persons may request a
hearing by writing to the SEC's Secretary and serving applicant with a copy of
the request, personally or by mail. Hearing requests should be received by the
SEC by 5:30 p.m. on June 27, 1995, and should be accompanied by proof of
service on the applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues contested.
Persons who wish to be notified of a hearing may request notification by
writing to the SEC's Secretary.
Addresses: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 20549.
Applicant, 909 A Street, Tacoma, Washington 98402.
For Further Information Contact: Mary Kay Frech, Senior Attorney, at (202)
942-0579, or C. David Messman, Branch Chief, at (202) 942-0564 (Division of
Investment Management, Office of Investment Company Regulation).
Supplementary Information: The following is a summary of the application. The
complete application may be obtained for a fee at the SEC's Public Reference
Branch.
Applicants' Representations:
1. FRIC is a registered no-load, open-end management investment
company organized as a Massachusetts business trust. FRIC has twenty-two
separate series, each constituting a different investment portfolio. All of
FRIC's series follow the
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conventional practice of paying their investment advisory fee from the series'
assets. Ten of FRIC's series require investors to pay an additional investment
services fee directly to their investment adviser, FRIMCo, for shareholder
services (the "External Fee FRIC Funds").(1) The remaining twelve series pay
no investment services fee. FRIC's shares are offered predominantly to
institutional fiduciaries, such as bank trust departments and registered
investment advisers, which have investment discretion over their clients'
accounts. A limited number of shares are offered to smaller institutional
investors such as endowment funds and to individual investors who have a
direct, contractual relationship with FRIMCo. Each investor in each of FRIC's
series executes an asset management services agreement with FRIMCo, the
different forms of which reflect the difference services required by different
categories of investors.
2. RIF is a registered no-load, open-end management
investment company organized as a Maryland corporation. It is proposed to
consist of several separate series, each constituting
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(1) Investors in the External Fee FRIC Funds include (a) banking institutions,
broker-dealers, investment advisers, charitable foundations, endowments,
and qualified pension plans, including IRA plans, which have negotiated and
entered into a written agreement with FRIMCo establishing the investment
services fee to be paid FRIMCo for assets invested in the External Fee FRIC
Funds by those entities both for their own account as well as on behalf of
their clients for whom they may be acting in either an agency or
discretionary capacity, and (b) individuals with investable assets of $5
million or more, who have negotiated and entered into a written agreement
with FRIMCo for all assets invested in the External Fee FRIC Funds.
Applicants also may make shares of the External Fee FRIC Funds available to
employees of FRC and its affiliates. These employees will pay an
investment services fee to FRIMCo which is consistent for all employees.
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a different investment portfolio. RIF shares initially will be offered
exclusively to insurance separate accounts as the funding vehicle for variable
and fixed annuity and life insurance products. Each series of RIF follows the
conventional practice of paying FRIMCo an advisory fee from the series' assets.
The Funds' separate series are referred to herein as the "Portfolios."
3. FRIMCo is a registered investment adviser, organized as a
Washington corporation. The Funds have engaged FRIMCo as their investment
adviser pursuant to an investment management agreement. FRIMCo has engaged, or
will engage, one or more sub-advisers ("Money Managers") pursuant to an
investment management agreement ("Portfolio Management Agreement") to exercise
investment discretion over the assets of each Portfolio. Each Portfolio,
except for the money market Portfolios and a real estate securities Portfolio,
has two or more Money Managers.
4. FRC, the parent company of FRIMCo, is a registered investment
adviser, organized as a Washington corporation. FRC provides portfolio
structuring and Money Manager evaluation services to FRIMCo, but receives no
separately stated fee from the Funds for its services.
5. RFD is a registered broker-dealer, organized as a Washington
corporation. RFD is a wholly-owned subsidiary of FRIMCo and serves as the
distributor of the Funds' shares.
6. In contrast to the majority of investment companies that have a
single organization serving as the manager/administrator
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and the investment adviser, the Funds divide responsibility for corporate
management and investment advice between FRIMCo and the Money Managers. The
Funds employ a "multi-style, multi-manager" method of investment, under which
FRIMCo, using the consulting services of FRC, selects and monitors for each
Portfolio multiple Money Managers using a range of manager styles.
7. FRIMCo performs internal due diligence on prospective Money
Managers for each Portfolio and thereafter monitors their performance through
quantitative and qualitative analysis, as well as actual consultations with the
Money Managers. FRIMCo has responsibility for communicating performance
expectations and evaluations to the Money Managers, supervising compliance with
the Portfolios' investment policies and objectives, recommending to the boards
of directors of the Funds whether Portfolio Management Agreements should be
renewed, modified, or terminated, and recommending to the Funds' directors the
addition of new Money Managers. For its services, FRIMCo receives a management
fee from the Portfolios. FRIMCo pays the Money Managers from these fees.
8. In 1981, the SEC issued an order to permit the FRIC Portfolios
to hire and contract with Money Managers without obtaining shareholder approval
through a proxy solicitation, and to exempt the FRIC Portfolios from the
requirement to disclose the fees paid by FRIMCo to the Money Managers of the
funds.(2)
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(2) Investment Company Act Release Nos. 11944 (Sept. 21, 1981) (notice) and
11986 (Oct. 14, 1981) (order). At the time of the
(continued . . .)
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In 1988, the SEC issued an order to exempt the RIF Funds from the requirement
to disclose the fees paid by FRIMCo to the Money Managers of the RIF
Portfolios.(3) The requested order would supersede the 1981 and 1988 orders.
9. Applicants request an exemption from section 15(a) and rule
18f-2 to permit FRIMCo to enter into Portfolio Management Agreements with Money
Managers, other than Money Managers that are affiliated persons (as defined in
section 2(a)(3) of the Act) of the Fund or FRIMCo other than by reason of
serving as a Money Manager to one or more of the Funds (an "Affiliated Money
Manager"), without such agreements being approved by the shareholders of the
applicable Portfolio. In lieu of the shareholder voting requirement,
applicants will provide shareholders with an information statement that
includes all the information concerning a new Money Manager or Portfolio
Management Agreement that would be included in a proxy statement.
10. Applicants propose to disclose (both as a dollar amount and as
a percentage of a Portfolio's net assets) in the Funds' registration statements
and other public documents only the aggregate amount of fees paid by FRIMCo to
all the Money Managers of a Portfolio ("Aggregate Fee Disclosure"). Aggregate
Fee Disclosure means: (a) the total advisory fee charged by FRIMCo
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(2) (...continued)
1981 order, FRIC had only seven portfolios, all of whose investors paid an
advisory fee directly to FRIMCo.
(3) Investment Company Act Release Nos. 16309 (Mar. 9, 1988) (notice) and 16351
(Apr. 7, 1988) (order).
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to the Portfolio; (b) the aggregate fees paid by FRIMCo to all Money Managers
managing assets of the Portfolio; and (c) the net advisory fee retained by
FRIMCo with respect to the Portfolio after FRIMCo pays all Money Managers
managing assets of that Portfolio. For any Fund that employs an Affiliated
Money Manager, "Aggregate Fee Disclosure" also will include separate
disclosure of any fees paid to such Affiliated Money Manager.
Applicants' Legal Analysis:
1. Section 15(a) makes it unlawful for any person to act as an
investment adviser to a registered investment company except pursuant to a
written contract that has been approved by a majority of the investment
company's outstanding securities. Rule 18f-2 provides that each series or
class of stock in a series company affected by a matter must approve such matter
if the Act requires shareholder approval.
2. Applicants state that primary responsibility for management of the
Funds, in particular, the selection and supervision of the Money Managers, will
be vested in FRIMCo, subject to oversight and approval by the Funds' directors.
Applicants argue that the multi-manager, multi-style structure used by FRIMCo is
clearly described in the Funds' prospectuses, and that shareholders invest in
the Funds expecting FRIMCo to change Money Managers when appropriate.
Applicants also assert that requiring shareholders to approve every Money
Manager change would prevent FRIMCo from performing on a timely and effective
basis the principal function the shareholders are paying it to
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perform -- the selection, monitoring, and changing of Money Managers.
Applicants contend that requiring shareholder approval would not only result in
unnecessary administrative expense to a Portfolio, but could result in harmful
delays in executing changes in Money Managers that FRIMCo and the Funds'
directors may determine are necessary.
3. Section 15(a)(1) provides, in relevant part, that it is
unlawful for any person to act as an investment adviser to a registered
investment company except pursuant to a written contract which "precisely
describes all compensation to be paid thereunder."
4. Items 2, 5(b)(iii), and 16(a)(iii) of Form N-1A require the
Funds to disclose in their prospectuses the investment adviser's compensation
and the method of computing the advisory fee.
5. Item 3 of Form N-14, the registration form for business
combinations involving mutual funds, requires the inclusion of a "table showing
the current fees for the registrant and the company being acquired and pro
forma fees, if different, for the registrant after giving effect to the
transaction using the format prescribed" in item 2 of Form N-1A.
6. Rule 20a-1 under the Act requires proxies solicited with
respect to an investment company to comply with Schedule 14A under the Exchange
Act. Item 22 of Schedule 14A sets forth the requirements concerning the
information that must be included in a proxy statement. Item 22(a)(3)(iv)
requires a proxy statement
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for a shareholder meeting at which a new fee will be established or an existing
fee increased to include a table of the current and pro forma fees using the
format prescribed in item 2 of Form N-1A. Items 22(c)(1)(ii), 22(c)(1)(iii),
22(c)(8), and 22(c)(9), taken together, require that a proxy statement for a
shareholder meeting at which an advisory contract is to be voted upon shall
include the "rate of compensation of the investment adviser," the "aggregate
amount of the investment adviser's fee," the "terms of the contract to be acted
upon," and, if a change in fees is proposed, the existing and proposed rate
schedule for advisory fees paid to their advisers, including the Money
Managers.
7. Item 48 of Form N-SAR provides that the Funds must disclose the
rate schedule for advisory fees paid to their advisers, including the Money
Managers.
8. Items 6-07(2)(a), (b), and (c) of Regulation S-X require that
the Funds' financial statements contain information concerning fees paid to the
Money Managers.
9. Applicants submit that it is consistent with the policy of the
Act and the protection of investors to exempt applicants from the requirement
to disclose individual Money Manager fees because applicants believe that such
disclosure is likely to inhibit or eliminate FRIMCo's ability to negotiate fees
below the Money Managers' "posted" fee schedules. Applicants argue that any
advantage that FRIMCo would gain in negotiating fee arrangements with Money
Managers would inure ultimately to the benefit of the shareholders of the
Portfolios because it would be
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possible for FRIMCo to pass the benefits of a lower sub-advisory fee on to the
Portfolios, although FRIMCo is not legally or contractually obligated to do
so.(4) They also maintain that the ability to negotiate fee reductions is a
critical element in their multi-style, multi-manager fund structure and the
Funds' ability to offer investors a multi-manager investment product at a price
which is competitive with single adviser funds.
10. Applicants assert that because all shareholders of the Funds
will be fully advised of the fees charged by FRIMCo for its management services
(which include compensating the Money Managers), each shareholder will have the
information to determine whether, in its judgment, the total package of
services is priced reasonably in relation to the services and costs that the
investor could obtain elsewhere. Moreover, applicants believe that the
Aggregate Fee Disclosure will provide investors of each Portfolio with
sufficient and clear information to determine whether they are receiving good
value from FRIMCo and the Money Managers of that Portfolio and whether to
redeem their shares if dissatisfied.
11. Section 6(c) authorizes the Commission to exempt persons or
transactions from the provisions of the Act to the extent that such exemptions
are appropriate in the public
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(4) Fund directors would be required to take the amounts paid by FRIMCo to the
Money Managers into account when assessing the profitability of the
advisory agreements to FRIMCo during the course of their annual review of
the Funds' management and sub-advisory arrangements under sections 15 and
36(b) of the Act.
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<PAGE> 25
interest and consistent with the protection of investors and the purposes
fairly intended by the policies and provisions of the Act. Applicants assert
that the section 6(c) standards for exemption are met.
Applicants' Conditions:
Applicants agree that the following conditions may be imposed in any
order of the Commission granting the requested relief:
1. Each Fund will disclose in its registration statement the
Aggregate Fee Disclosure.
2. FRIMCo will not enter into a Portfolio Management Agreement
with any Affiliated Money Manager without such agreement, including the
compensation to be paid thereunder, being approved by the shareholders of the
applicable Portfolio.
3. At all times, a majority of the Funds' directors or trustees
will be persons each of whom is not an "interested person" of the Funds as
defined in section 2(a)(19) of the Act ("Independent Directors"), and the
nomination of new or additional Independent Directors will be placed with the
discretion of the then existing Independent Directors.
4. When a Money Manager change is proposed for a Portfolio with an
Affiliated Money Manager, the Funds' director or trustees, including a majority
of the Independent Directors, will make a separate finding, reflected in each
applicable Fund's board minutes, that such change is in the best interests of
the Portfolio and its shareholders and does not involve a conflict of
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<PAGE> 26
interest from which FRIMCo or the Affiliated Money Manager derives an
inappropriate advantage.
5. Independent counsel knowledgeable about the Act and the duties
of Independent Directors will be engaged to represent the Independent Directors
of the Funds. The selection of such counsel will be placed within the
discretion of the then existing Independent Directors.
6. FRIMCo will provide the Funds' directors, no less frequently
than quarterly, information about FRIMCo's profitability on a per-Portfolio
basis. Such information will reflect the impact on profitability of the hiring
or termination of any Money Managers during the applicable quarter.
7. Whenever a Money Manager is hired or terminated, FRIMCo will
provide the Funds' directors information showing the expected impact on
FRIMCo's profitability.
8. FRIMCo will provide general management and administrative
services to the Funds, and, subject to review and approval by their directors
will: (a) set the Funds' overall investment strategies; (b) select Money
Managers; (c) allocate and, when appropriate, reallocate the Portfolios' assets
among Money Managers; (d) monitor and evaluate the performance of Money
Managers; and (e) ensure that the Money Managers comply with the Funds'
investment objectives, policies, and restrictions.
9. Each RIF Fund will obtain the consent of its sole shareholder
before relying upon the order with respect to shareholder approval of Money
Manager changes. Existing
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Portfolios of the FRIC Funds will proceed promptly (within one year) to obtain
shareholder approval to operate the Portfolios in accordance with the order,
but, prior to the holding of the shareholder meeting, will continue to operate
in accordance with the 1981 order. Portfolios of the Funds created after the
issuance of the order will disclose their reliance on the order in their
prospectuses and will have such reliance approved by consent of their sole
shareholder.
10. Within 60 days of the hiring of any new Money Manager or the
implementation of any proposed material change in a Portfolio Management
Agreement, FRIMCo will furnish shareholders all information about a new Money
Manager or Portfolio Management Agreement that would be included in a proxy
statement, except as modified by the order with respect to the disclosure of
fees paid to Money Managers. Such information will include Aggregate Fee
Disclosure and any change in such disclosure caused by the addition of a new
Money Manager or any proposed material change in a Portfolio's Management
Agreement. FRIMCo will meet this condition by providing shareholders, within
60 days of the hiring of a Money Manager or the implementation of any material
change to the terms of a Portfolio Management Agreement, with an information
statement meeting the requirements of Regulation 14C and Schedule 14C under
the Exchange Act. The information statement also will meet the requirements of
Schedule 14A, except as modified by the order with respect to the disclosure of
fees paid to the Money Managers.
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11. No director, trustee, or officer of the Funds or FRIMCo will
own directly or indirectly (other than through a pooled investment vehicle that
is not controlled by any such director, trustee, or officer) any interest in a
Money Manager except for (a) ownership of interests in FRIMCo or any entity
that controls, is controlled by, or is under common control with FRIMCo; or (b)
ownership of less than 1% of the outstanding securities of any class of equity
or debt of a publicly-traded company that is either a Money Manager or an
entity that controls, is controlled by, or is under common control with a Money
Manager.
12. The Funds will disclose in their prospectuses the existence,
substance, and effect of any order granted pursuant to the application.
By the Commission.
/s/ JONATHAN G. KATZ
Jonathan G. Katz
Secretary
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