RUSSELL FRANK INVESTMENT CO, 497, 1999-07-01

RUSSELL FRANK INVESTMENT CO
497, 1999-07-01

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<PAGE>

FRANK RUSSELL INVESTMENT COMPANY

[LOGO OF RUSSELL APPEARS HERE]

LifePoints(R) Funds
Prospectus

Class C Shares:

Equity Aggressive Strategy Fund*
Aggressive Strategy Fund
Balanced Strategy Fund
Moderate Strategy Fund
Conservative Strategy Fund

July 15, 1999

909 A STREET, TACOMA, WA 98402 800-787-7354 253-627-7001

As with all mutual funds, the Securities and Exchange Commission has neither
determined that the information in this Prospectus is accurate or complete, nor
approved or disapproved of these securities. It is a criminal offense to state
otherwise.

* Prior to May 1, 1999, this Fund was known as the Equity Balanced Strategy
Fund.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Risk/Return Summary
Investment Objective.................................................... 3
Principal Investment Strategies......................................... 3
Principal Risks......................................................... 5
Performance............................................................. 6
Fees and Expenses....................................................... 9
Summary Comparison of the Funds........................................... 11
The Purpose of the Funds--Multi-Style, Multi-Manager Diversification...... 11
Management of the Underlying Funds and the LifePoints Funds............... 13
The Money Managers for the Underlying Funds............................... 15
Investment Objectives, Investment Strategies and Risks of the Underlying
Funds.................................................................... 15
Principal Risks........................................................... 26
Dividends and Distributions............................................... 31
Taxes..................................................................... 32
How Net Asset Value Is Determined......................................... 32
Distribution and Shareholder Servicing Arrangements....................... 33
How to Purchase Shares.................................................... 33
Exchange Privilege........................................................ 35
How to Redeem Shares...................................................... 36
Payment of Redemption Proceeds............................................ 37
Written Instructions...................................................... 37
Account Policies.......................................................... 38
Financial Highlights...................................................... 39
Money Manager Information................................................. 44
</TABLE>
<PAGE>

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE

Equity seeks to achieve high, long-term capital appreciation, while
Aggressive recognizing the possibility of high fluctuations in year-to-
Strategy year market values.
Fund*

Aggressive seeks to achieve high, long-term capital appreciation with low
Strategy Fund current income, while recognizing the possibility of
substantial fluctuations in year-to-year market values.

Balanced seeks to achieve a moderate level of current income and, over
Strategy Fund time, above-average capital appreciation with moderate risk.

Moderate seeks to achieve moderate long-term capital appreciation with
Strategy Fund high current income, while recognizing the possibility of
moderate fluctuations in year-to-year market values.

Conservative seeks to achieve moderate total rate of return through low
Strategy Fund capital appreciation and reinvestment of a high level of
current income.

* Prior to May 1, 1999, this Fund was known as the Equity Balanced Strategy
Fund.

PRINCIPAL INVESTMENT STRATEGIES

Each of the five Frank Russell Investment Company (FRIC) Funds described in
this Prospectus (LifePoints Fund) is a "fund of funds," and diversifies its
assets by investing, at present, in the Class S Shares of several other FRIC
Funds (Underlying Funds). Each LifePoints Fund seeks to achieve a specific
investment objective by investing in different combinations of the Underlying
Funds.

Each LifePoints Fund allocates its assets by investing in shares of a
diversified group of Underlying Funds. The Underlying Funds in which each
LifePoints Fund invests are shown in the table below. The LifePoints Funds
intend their strategy of investing in combinations of Underlying Funds to
result in investment diversification that an investor could otherwise achieve
only by holding numerous individual investments.

<TABLE>
<CAPTION>
Equity
Aggressive Aggressive Balanced Moderate Conservative
Strategy Strategy Strategy Strategy Strategy
Underlying Fund Fund Fund Fund Fund Fund
- --------------- ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Diversified Equity Fund.. 30% 21% 16% 11% 5%
Special Growth Fund...... 10% 11% 5% 2% -- %
Quantitative Equity
Fund.................... 30% 21% 16% 11% 6%
International Securities
Fund.................... 20% 19% 14% 9% 5%
Diversified Bond Fund.... -- % -- % 25% 27% 18%
Multistrategy Bond Fund.. -- % 18% 16% -- % -- %
Real Estate Securities
Fund.................... 5% 5% 5% 5% 5%
Emerging Markets Fund.... 5% 5% 3% 2% 1%
Short Term Bond Fund..... -- % -- % -- % 33% 60%
</TABLE>

3
<PAGE>

[GRAPH APPEARS HERE]
5% Real Estate Securities
5% Emerging Markets
10% Special Growth
20% International Securities
30% Diversified Equity
30% Quantitative Equity

Equity Aggressive Strategy Fund

[GRAPH APPEARS HERE]
5% Real Estate Securities
5% Emerging Markets
11% Special Growth
18% Multistrategy Bond
19% International Securities
21% Diversified Equity
21% Quantitative Equity

Aggressive Strategy Fund

[GRAPH APPEARS HERE]
3% Emerging Markets
5% Real Estate Securities
5% Special Growth
25% Diversified Bond
14% International Securities
16% Diversified Equity
16% Multistrategy Bond
16% Quantitative Equity

Balanced Strategy Fund

[GRAPH APPEARS HERE]
2% Special Growth
2% Emerging Markets
5% Real Estate Securities
9% International Securities
11% Diversified Equity
11% Quantitative Equity
27% Diversified Bond
33% Short Term Bond

Moderate Strategy Fund

[GRAPH APPEARS HERE]
1% Emerging Markets
5% Diversified Equity
5% International Securities
5% Real Estate Securities
6% Quantitative Equity
18% Diversified Bond
60% Short Term Bond

Conservative Strategy Fund

4
<PAGE>

A LifePoints Fund can change the allocation of its assets among Underlying
Funds at any time, if the LifePoints Funds' investment adviser, Frank Russell
Investment Management Company (FRIMCo) believes that doing so would better
enable the LifePoints Fund to pursue its investment objective. From time to
time, each LifePoints Fund adjusts its investments within set limits based on
FRIMCo's outlook for the economy, financial markets generally and relative
market valuation of the asset classes represented by each Underlying Fund.
Additionally, each LifePoints Fund may deviate from set limits when, in
FRIMCo's opinion, it is necessary to do so to pursue the LifePoints Fund's
investment objective. However, the LifePoints Funds expect that amounts they
allocate to each Underlying Fund will generally vary only within 10% of the
ranges specified in the table above.

Diversification

Each LifePoints Fund is a "nondiversified" investment company for purposes
of the Investment Company Act of 1940 because it invests in the securities of
a limited number of issuers (i.e., the Underlying Funds). Each of the
Underlying Funds in which the LifePoints Funds invest is a diversified
investment company.

PRINCIPAL RISKS

You should consider the following factors before investing in the LifePoints
Funds:

. An investment in the LifePoints Funds, like any investment, has risks.
The value of each LifePoints Fund fluctuates, and you could lose money.

. Since the assets of each LifePoints Fund is invested primarily in shares
of the Underlying Funds, the investment performance of each LifePoints
Fund is directly related to the investment performance of the Underlying
Funds in which it invests.

. The policy of each LifePoints Fund is to allocate its assets among the
Underlying Funds within certain ranges. Therefore, the LifePoints Funds
may have less flexibility to invest than a mutual fund without such
constraints.

. A LifePoints Fund is exposed to the same risks as the Underlying Funds in
direct proportion to the allocation of its assets among the Underlying
Funds. These risks include the risks associated with a multi-manager
approach to investing, as well as those associated with investing in
equity securities, fixed income securities and international securities.
In addition, each Lifepoints Fund and each Underlying Fund could be
adversely affected if the computer systems of its service providers or of
the issuers in which they invest fail to operate properly on or after
January 1, 2000. For further detail on the risks summarized here, please
refer to the section "Risks of the Underlying Funds."

. An investment in any of the LifePoints Funds is not a bank deposit and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

. The officers, Trustees, and FRIMCo presently serve as officers, Trustees
and investment manager of the Underlying Funds. Therefore, conflicts may
arise as those persons and FRIMCo fulfill their fiduciary
responsibilities to the LifePoints Funds and to the Underlying Funds.

5
<PAGE>

PERFORMANCE

The following bar charts illustrate the risks of investing in the LifePoints
Funds by showing how the performance of each LifePoints Fund's Class E Shares
has varied from year to year. The highest and lowest quarterly return during
the periods shown in the bar charts for those Class E Shares are set forth
below the bar charts.

The tables to the right of the bar charts further illustrate the risks of
investing in the LifePoints Funds by showing how the average annual returns of
each LifePoints Fund's Class E Shares for the periods shown compare with the
returns of certain indexes that measure broad market performance. The
performance information shown does not reflect any account maintenance fee.
Any such charge will reduce your return.

For the periods shown, no Class C Shares of the LifePoints Funds were
outstanding. Therefore, this performance information relates to the LifePoints
Funds' Class E Shares, which differ from the Class C Shares with respect to
fees and expenses. Class C expenses will generally be higher than Class E
expenses. Therefore, Class E Shares, which are not offered by this Prospectus,
generally will have a higher return than Class C Shares.

Past performance is no indication of future results.

Equity Aggressive Strategy Fund
<TABLE>
<CAPTION>
Average annual total returns*

for the periods ended December 31, 1998
-------------------------------------------------------
Since
1 Year Inception**
-------------------------------------------------------
<S> <C> <C> <C>
[PERFORMANCE Equity Aggressive Strategy Fund
CHART Class E......................... 13.75% 8.69%
APPEARS -------------------------------------------------------
HERE] Salomon Smith Barney 3-Month
Treasury Bill Index............. 5.05 4.99
-------------------------------------------------------
Equity Aggressive Strategy
Composite Index#................ 17.71 13.07
</TABLE>

Best Quarter: 4th-1998 17.7%
Worst Quarter: 3rd-1998 (14.0)%
- ---------------------
* Commenced operations by issuing Class E Shares on September 30, 1997.
# The Equity Aggressive Strategy Composite Index is comprised of the following
indices: 60% Russell 1000(R) Index, 20% Salomon Smith Barney BMI Ex-US, 10%
Russell 2500(TM) Index, 5% IFC Investable composite Index and 5% NAREIT
Equity REIT Index.

6
<PAGE>

<TABLE>
<CAPTION>
Aggressive Strategy Fund

Average annual total returns*

for the periods ended December 31, 1998
-----------------------------------------------------
Since
1 Year Inception**
-----------------------------------------------------
<S> <C> <C> <C>
[PERFORMANCE Aggressive Strategy Fund Class
CHART E............................... 11.69% 8.79%
APPEARS -----------------------------------------------------
HERE] Salomon Smith Barney 3-Month
Treasury Bill Index............. 5.05 4.99
-----------------------------------------------------
Aggressive Strategy Composite
Index#.......................... 14.68 10.80
</TABLE>

Best Quarter: 4th-1998 14.3%
Worst Quarter: 3rd-1998 (11.6)%
- ---------------------
* Commenced operations by issuing Class E Shares on September 16, 1997.
# The Aggressive Strategy Composite Index is comprised of the following
indices: 42% Russell 1000(R) Index, 19% Salomon Smith Barney BMI Ex-US, 18%
Lehman Brothers Aggregate Bond Index, 11% Russell 2500(TM) Index, 5% IFC
Investable composite Index and 5% NAREIT Equity REIT Index.

Balanced Strategy Fund
<TABLE>
<CAPTION>
Average annual total returns*

for the periods ended December 31, 1998
-----------------------------------------------------

Since
1 Year Inception**
-----------------------------------------------------
<S> <C> <C> <C>
[PERFORMANCE Balanced Strategy Fund Class E... 11.66% 9.80%
CHART -----------------------------------------------------
APPEARS Salomon Smith Barney 3-Month
HERE] Treasury Bill Index............. 5.05 4.99
-----------------------------------------------------
Balanced Strategy Composite
Index#.......................... 13.72 11.23
</TABLE>

Best Quarter: 4th-1998 10.5%
Worst Quarter: 3rd-1998 (7.2)%
- ---------------------
* Commenced operations by issuing Class E Shares on September 16, 1997.
# The Balanced Strategy Composite Index is comprised of the following indices:
41% Lehman Brothers Aggregate Bond Index, 32% Russell 1000(R) Index, 14%
Salomon Smith Barney BMI Ex-US, 5% Russell 2500(TM) Index, 5% NAREIT Equity
REIT Index and 3% IFC Investable composite Index.

7
<PAGE>

Moderate Strategy Fund
<TABLE>
<CAPTION>
Average annual total returns*

for the periods ended December 31, 1998
-----------------------------------------------------
Since
1 Year Inception**
-----------------------------------------------------
<S> <C> <C> <C>
[PERFORMANCE Moderate Strategy Fund Class E... 10.19% 8.04%
CHART -----------------------------------------------------
APPEARS Salomon Smith Barney 3-Month
HERE] Treasury Bill Index............. 5.05 4.99
-----------------------------------------------------
Moderate Strategy Composite
Index#.......................... 11.30 9.78
</TABLE>

Best Quarter: 4th-1998 6.8%
Worst Quarter: 3rd-1998 (3.8)%
- ---------------------
* Commenced operations by issuing Class E Shares on October 2, 1997.
# The Moderate Strategy Composite Index is comprised of the following indices:
33% Merrill Lynch 1-2.99 Year Treasury Index, 27% Lehman Brothers Aggregate
Bond Index, 22% Russell 1000(R) Index, 9% Salomon Smith Barney BMI Ex-US, 5%
NAREIT Equity REIT Index, 2% Russell 2500(TM) Index and 2% IFC Investable
composite Index.

Conservative Strategy Fund
<TABLE>
<CAPTION>
Average annual total returns*

for the periods ended December 31, 1998
----------------------------------------------------

Since
1 Year Inception**
----------------------------------------------------
<S> <C> <C> <C>
[PERFORMANCE Conservative Strategy Fund Class
CHART E.............................. 7.70% 7.95%
APPEARS ----------------------------------------------------
HERE] Salomon Smith Barney 3-Month
Treasury Bill Index............ 5.05 4.97
----------------------------------------------------
Revised Conservative Strategy
Composite Index#............... 8.72 8.09
</TABLE>

Best Quarter: 4th-1998 3.6%
Worst Quarter: 3rd-1998 (0.8)%
- ---------------------
* Commenced operation on November 7, 1997.
# The Revised Conservative Strategy Composite Index is comprised of the
following indices: 60% Merrill Lynch 1-2.99 Year Treasury Index, 18% Lehman
Brothers Aggregate Bond Index, 11% Russell 1000(R) Index, 5% Salomon Smith
Barney BMI Ex-US, 5% NAREIT Equity REIT Index and 1% IFC Investable composite
Index.

8
<PAGE>

FEES AND EXPENSES

These tables describe the fees and expenses that you may pay if you buy and
hold shares of the LifePoints Funds.

Shareholder Fees
(fee paid directly from your investment)

<TABLE>
<CAPTION>
Maximum Sales
Maximum Sales Charge (Load) Maximum
Charge Imposed on Maximum Account
(Load) Imposed Reinvested Deferred Sales Redemption Exchange Maintenance
on Purchases Dividends Charge (Load) Fees Fees Fees
-------------- ------------- -------------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Each Fund (Class C)..... None None None None None None
</TABLE>

Annual Operating Expenses
(expenses that were deducted from Fund assets)
(% of net assets)

<TABLE>
<CAPTION>
Other Expenses
(including
Administrative Total Gross Total Net
Fees and Annual Expense Waivers Annual Fund
Advisory Distribution Shareholder Fund Operating and Operating
Fee (12b-1) Fees* Servicing Fees)** Expenses**+ Reimbursements# Expenses
-------- ------------- ----------------- -------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Class C Shares
Equity Aggressive
Strategy Fund.......... 0.20% 0.75% 0.42% 1.37% (0.37)% 1.00%
Aggressive Strategy
Fund................... 0.20% 0.75% 0.46% 1.41% (0.41)% 1.00%
Balanced Strategy Fund.. 0.20% 0.75% 0.41% 1.36% (0.36)% 1.00%
Moderate Strategy Fund.. 0.20% 0.75% 0.74% 1.69% (0.69)% 1.00%
Conservative Strategy
Fund................... 0.20% 0.75% 2.30% 3.25% (2.25)% 1.00%
</TABLE>
- ---------------------
* Pursuant to the rules of the National Association of Securities Dealers,
Inc. ("NASD"), the aggregate initial sales charges, deferred sales charges
and asset-based sales charges on shares of the Funds may not exceed 6.25% of
total gross sales, subject to certain exclusions. This 6.25% limitation is
imposed on the Class C Shares of the Funds rather than on a per shareholder
basis. Therefore, long-term shareholders of the Class C Shares may pay more
than the economic equivalent of the maximum front-end sales charges
permitted by the NASD.
** The Fund expenses shown in this table do not include the pro-rata expenses
of the Underlying Funds, which are shown in the next two tables. For
purposes of this table, "Other Expenses" includes a shareholder services
fee of up to 0.25% of average daily net assets. Annual operating expenses
for Class C Shares are based on average net assets expected to be invested
during the year ending December 31, 1999. During the course of this period,
expenses may be more or less than the amount shown. Prior to December 1,
1998, FRIMCo provided advisory and administrative services to the Funds
pursuant to a single management agreement for which each Fund paid a single
fee. Since then, FRIMCo's advisory and administrative services have been
provided under a separate advisory agreement and administrative agreement
which provide for the fees reflected in the table.
+ If you purchase Shares of a LifePoints Fund through a Financial
Intermediary, such as a bank or an investment adviser, you may also pay
additional fees to the intermediary for services provided by the
intermediary. You should contact your financial intermediary for information
concerning what additional fees, if any, will be charged.
# FRIMCo has contractually agreed to waive, at least through April 30, 2000,
its aggregate 0.25% combined advisory and administrative fees. Certain
LifePoints Funds operating expenses will be paid by the Underlying Funds
and/or FRIMCo, as more fully described below.

9
<PAGE>

No Lifepoints Fund will bear any operating expenses. Operating expenses
include those arising from accounting, custody, auditing, legal and transfer
agent services. They do not include expenses attributable to advisory fees and
administrative (which are currently waived by FRIMCo), Class C Shares' Rule
12b-1 distribution fee, shareholder service fees and any nonrecurring
extraordinary expenses will be borne by the LifePoints Funds and Class C
Shares, as appropriate.

A LifePoints Fund's operating expenses are borne either by the Underlying
Funds in which the LifePoints Fund invests or by FRIMCo. This arrangement is
governed by Special Servicing Agreements among each of the affected Funds and
FRIMCo. Those agreements are entered into on a yearly basis and must be re-
approved annually by FRIC's Board of Trustees.

Shareholders in a LifePoints Fund bear indirectly the proportionate expenses
of the Underlying Funds in which the LifePoints Fund invests. The following
table provides the expense ratios for each of the Underlying Funds in which
the LifePoints Funds may invest (based on information as of December 31,
1998). As explained at the beginning of this Prospectus, each LifePoints Fund
intends to invest in some, but not all, of the Underlying Funds.

<TABLE>
<CAPTION>
Total Operating
Underlying Fund Class S Expense Ratios
----------------------- ---------------
<S> <C>
Diversified Equity Fund...................................... .95%
Special Growth Fund.......................................... 1.20%
Quantitative Equity Fund..................................... .94%
International Securities Fund................................ 1.30%
Diversified Bond Fund........................................ .59%
Short Term Bond Fund......................................... .67%
Multistrategy Bond Fund...................................... .80%
Real Estate Securities Fund.................................. 1.10%
Emerging Markets Fund........................................ 1.81%
</TABLE>

The total direct and indirect operating expense ratios of Class C Shares of
each LifePoints Fund (calculated as a percentage of average net assets) are as
follows:
<TABLE>
<CAPTION>
Class C
-------
<S> <C>
Equity Aggressive Strategy........................................... 2.10%
Aggressive Strategy.................................................. 2.07%
Balanced Strategy.................................................... 1.96%
Moderate Strategy.................................................... 1.82%
Conservative Strategy................................................ 1.75%
</TABLE>

Each LifePoints Fund's total expense ratio is based on its total operating
expense ratio plus a weighted average of the expense ratios of the underlying
FRIC Funds in which it was invested in as of December 31, 1998. These total
expense ratios may be higher or lower depending on the allocation of a
LifePoints Fund's assets among the Underlying Funds, and the actual expenses
of such LifePoints Fund.

10
<PAGE>

Example

This example is intended to help you compare the cost of investing in each
LifePoints Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in Class C Shares of the
LifePoints Fund for the time periods indicated, your investment has a 5%
return each year and that operating expenses, which include the indirect
expenses of the Underlying Funds, remain the same. The figures shown would be
the same whether you sold your shares at the end of a period or kept them.

Although your actual costs may be higher or lower, under these assumptions
your costs would be:

<TABLE>
<S> <C> <C> <C> <C>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
CLASS C: ------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity Aggressive Strategy Fund.............. $210 $663 $1,161 $2,641
Aggressive Strategy Fund..................... 207 652 1,144 2,603
Balanced Strategy Fund....................... 196 618 1,083 2,466
Moderate Strategy Fund....................... 182 574 1,006 2,289
Conservative Strategy Fund................... 175 552 968 2,202
</TABLE>

SUMMARY COMPARISON OF THE FUNDS

The investment objectives of the LifePoints Funds are summarized below in a
chart that illustrates the degree to which each LifePoints Fund seeks to
obtain capital appreciation, income and stability of principal:

<TABLE>
<CAPTION>
CAPITAL POSSIBILITY OF
LIFEPOINTS FUND APPRECIATION INCOME FLUCTUATION
--------------- ------------ -------- --------------
<S> <C> <C> <C>
Equity Aggressive Strategy Fund........ High Low High
Aggressive Strategy Fund............... High Low High
Balanced Strategy Fund................. Moderate Moderate Moderate
Moderate Strategy Fund................. Moderate High Moderate
Conservative Strategy Fund............. Low High Low
</TABLE>

THE PURPOSE OF THE FUNDS--MULTI-STYLE, MULTI-MANAGER DIVERSIFICATION

The LifePoints Funds are offered through certain bank trust departments,
registered investment advisers, broker-dealers and other financial services
organizations that have been selected by the LifePoints Funds' adviser or
distributor (Financial Intermediaries). The LifePoints Funds offer investors
the opportunity to invest in a diversified mutual fund investment allocation
program and are designed to provide a means for investors to use FRIMCo's and
Frank Russell Company's (Russell) "multi-style, multi-manager diversification"
investment method and to obtain FRIMCo's and Russell's money manager
evaluation services.

Three functions form the core of Russell's consulting services:

. Objective Setting: Defining appropriate investment objectives and desired
investment returns, based on a client's unique situation and risk
tolerance.

11
<PAGE>

. Asset Allocation: Allocating a client's assets among different asset
classes--such as common stocks, fixed-income securities, international
securities, temporary cash investments and real estate--in a way most
likely to achieve the client's objectives and desired returns.

. Money Manager Research: Evaluating and recommending professional
investment advisory and management organizations ("money managers") to
make specific portfolio investments for each asset class, according to
designated investment objectives, styles and strategies.

When this process is completed, a client's assets are invested using a
"multi-style, multi-manager diversification" technique. The goals of this
process are to reduce risk and to increase returns.

The LifePoints Funds believe investors should seek to hold fully diversified
portfolios that reflect both their own individual investment time horizons and
their ability to accept risk. The LifePoints Funds believe that for many, this
can be accomplished through strategically purchasing shares in one or more of
the Underlying Funds which have been structured to provide access to specific
asset classes employing a multi-style, multi-manager approach.

Capital market history shows that asset classes with greater risk will
generally outperform lower risk asset classes over time. For instance,
corporate equities, over the past 50 years, have outperformed corporate debt in
absolute terms. However, what is generally true of performance over extended
periods will not necessarily be true at any given time during a market cycle,
and from time to time asset classes with greater risk may also underperform
lower risk asset classes, on either a risk adjusted or absolute basis.
Investors should select a mix of asset classes that reflects their overall
ability to withstand market fluctuations over their investment horizons.

Studies have shown that no one investment style within an asset class will
consistently outperform competing styles. For instance, investment styles
favoring securities with growth characteristics may outperform styles favoring
income producing securities, and vice versa. For this reason, no single manager
has consistently outperformed the market over extended periods. Although
performance cycles tend to repeat themselves, they do not do so predictably.

The LifePoints Funds believe, however, that it is possible to select managers
who have shown a consistent ability to achieve superior results within subsets
or styles of specific asset classes and investment styles by employing a unique
combination of qualitative and quantitative measurements. The Underlying Funds
in which the LifePoints Funds invest combine these select managers with other
managers within the same asset class who employ complementary styles. By
combining complementary investment styles within an asset class, investors are
better able to reduce their exposure to the risk of any one investment style
going out of favor.

By strategically selecting from among a variety of investments by asset
class, each of which has been constructed using these multi-style, multi-
manager principles, investors are able to design portfolios that meet their
specific investment needs.

The LifePoints Funds have a greater potential than most mutual funds for
diversification among investment styles and money managers since the LifePoints
Funds invest in shares of several Underlying Funds. The LifePoints Funds were
created to provide a mutual fund investor with a simple but effective means of
structuring a diversified mutual fund investment program suited to meet the
investor's individual needs. FRIMCo has long stressed the value of
diversification in an investment program, and has offered its advisory
expertise in assisting investors on how to design their individual investment
program.

12
<PAGE>

The Funds conduct their business through a number of service providers, who
act on behalf of the Funds. FRIMCo, the Funds' administrator and investment
adviser, performs the Funds' day to day corporate management and oversees the
Funds' money managers. Each of the Funds' money managers makes all investment
decisions for the portion of the Fund assigned to it by FRIMCo. The Funds'
custodian, State Street Bank, maintains custody of all of the Funds' assets.
FRIMCo, in its capacity as the Funds' transfer agent, is responsible for
maintaining the Funds' shareholder records and carrying out shareholder
transactions. When a Fund acts in one of these areas, it does so through the
service provider responsible for that area.

MANAGEMENT OF THE UNDERLYING FUNDS
AND THE LIFEPOINTS FUNDS

The LifePoints Funds' investment adviser is FRIMCo, 909 A Street, Tacoma,
Washington 98402. FRIMCo pioneered the "multi-style, multi-manager"
diversification investment method in mutual funds and manages over $14 billion
in more than 30 mutual fund portfolios. FRIMCo was established in 1982 to serve
as the investment management arm of Russell.

Russell, which acts as consultant to the LifePoints Funds, was founded in
1936 and has been providing comprehensive asset management consulting services
for over 30 years to institutional investors, principally large corporate
employee benefit plans. Russell provides the LifePoints Funds and FRIMCo with
the asset management consulting services that it provides to its other
consulting clients. The LifePoints Funds do not compensate Russell for these
services. Russell and its affiliates have offices around the world--in Tacoma,
New York, Toronto, London, Zurich, Paris, Sydney, Auckland and Tokyo.

Russell is a subsidiary of The Northwestern Mutual Life Insurance Company.
Founded in 1857, Northwestern Mutual is a mutual life insurance corporation
headquartered in Milwaukee, Wisconsin. It leads the US in both individual life
insurance sold annually and individual life insurance in force.

FRIMCo recommends money managers to the Underlying Funds, allocates
Underlying Fund assets among them, oversees them, and evaluates their results.
FRIMCo also oversees the management of the Underlying Funds' liquidity
reserves. The Underlying Funds' money managers select the individual portfolio
securities for the assets in the Underlying Funds assigned to them.

Any adjustment of a LifePoints Fund's asset allocation strategy is made by a
team of FRIMCo Portfolio Managers.

FRIMCo's officers and employees who oversee the money managers of the
Underlying Funds are:

. Randall P. Lert, who has been Chief Investment Officer of FRIMCo since
June 1989.

. Mark D. Amberson, who has been a Portfolio Manager of FRIMCo since
January 1998. From 1991 to 1997, Mr. Amberson was a Portfolio Manager in
Russell's Money Market Trading Group. Mr. Amberson, jointly with another
portfolio manager listed in this section, has primary responsibility for
management of FRIC's Fixed Income I, Diversified Bond, Short Term Bond,
Fixed Income III, Tax Exempt Bond and Multistrategy Bond Funds.

. Randal C. Burge, who has been a Portfolio Manager of FRIMCo since June
1995. From 1990 to 1995, Mr. Burge was a Client Executive for Frank
Russell Australia. Mr. Burge, jointly with another portfolio manager
listed in this section, has primary responsibility for management of
FRIC's Fixed Income I,

13
<PAGE>

Fixed Income III, Diversified Bond, Short Term Bond, Tax Exempt Bond,
Multistrategy Bond and Emerging Markets Funds.

. Jean E. Carter, who has been a Portfolio Manager of FRIMCo since April
1994. Ms. Carter, jointly with another portfolio manager listed in this
section, has primary responsibility for management of FRIC's
International and International Securities Funds.

. Ann Duncan, who has been a Portfolio Manager of FRIMCo since January
1998. From 1996 to 1997, Ms. Duncan was a Senior Equity Research Analyst
with Russell. From 1992 to 1995, Ms. Duncan was an equity analyst and
portfolio manager with Avatar Associates. Ms. Duncan, jointly with
another portfolio manager listed in this section, has primary
responsibility for management of FRIC's International and International
Securities Funds.

. James M. Imhof, Manager of FRIMCo's Portfolio Trading, manages the Funds'
liquidity portfolios on a day to day basis and has been responsible for
ongoing analysis and monitoring of the money managers since 1989.

. James A. Jornlin, who has been a Senior Investment Officer of FRIMCo
since April 1995. From 1991 to March 1995, Mr. Jornlin was employed as a
Senior Research Analyst with Russell. Mr. Jornlin, jointly with another
portfolio manager listed in this section, has primary responsibility for
management of FRIC's Emerging Markets and Real Estate Securities Funds.

. C. Nola Kulig, who has been a Portfolio Manager of FRIMCo since January
1996. From 1994 to 1995, Ms. Kulig was a member of the Alpha Strategy
Group. From 1988 to 1994, Ms. Kulig was Senior Research Analyst with
Russell. Ms. Kulig, jointly with another portfolio manager listed in this
section, has primary responsibility for management of FRIC's Equity I,
Equity II, Equity III, Equity Q, Equity T, Diversified Equity,
Quantitative Equity, Special Growth and Equity Income Funds.

. Dennis J. Trittin, who has been a Portfolio Manager of FRIMCo since
January 1996. From 1988 to 1996, Mr. Trittin was director of US Equity
Manager Research Department with Russell. Mr. Trittin, jointly with
another portfolio manager listed in this section, has primary
responsibility for management of FRIC's Equity I, Equity II, Equity III,
Equity Q, Equity T, Diversified Equity, Quantitative Equity, Special
Growth and Equity Income Funds.

For its investment advisory and administrative services, FRIMCo receives an
aggregate fee from each LifePoints Fund at the annual rate of 0.25% of the
average daily net assets of each LifePoints Fund, payable to FRIMCo monthly on
a pro rata basis. FRIMCo has voluntarily agreed to waive the fee to which it is
entitled from each LifePoints Fund. Of this aggregate amount 0.05% is
attributable to administrative services. Prior to December 1, 1998, FRIMCo
provided advisory and administrative services to the LifePoints Funds pursuant
to a single management agreement for which each LifePoints Fund paid a single
fee. Since then, FRIMCo's advisory and administrative services are provided
under a separate advisory agreement and an administrative agreement.

In addition to the advisory fee payable by the LifePoints Funds, the
LifePoints Funds will bear indirectly a proportionate share of operating
expenses that include the advisory fees paid by the Underlying Funds in which
they invest. While a shareholder of a LifePoints Fund will also bear a
proportionate part of advisory fees paid by an Underlying Fund, each of the
advisory fees paid is based upon the services received by the respective
LifePoints Fund. From the advisory fee that it receives from each Underlying
Fund, FRIMCo pays the Underlying Fund's money managers for their investment
selection services. FRIMCo retains any remainder as compensation for the
services described above and to pay expenses. The annual rate of the advisory
fees, payable to FRIMCo monthly on a pro rata basis, are the following
percentages of the average daily net assets of each

14
<PAGE>

Underlying Fund: Diversified Equity Fund 0.73%, Special Growth Fund 0.90%,
Quantitative Equity Fund 0.73%, International Securities Fund 0.90%,
Diversified Bond Fund 0.40%, Short Term Bond Fund 0.45%, Multistrategy Bond
Fund 0.60%, Real Estate Securities Fund 0.80% and Emerging Markets Fund 1.15%.
The fees of the Underlying Funds, other than the Diversified Bond, Short Term
Bond and Multistrategy Bond Funds, may be higher than the fees charged by some
mutual funds with similar objectives which use only a single money manager.

THE MONEY MANAGERS FOR THE UNDERLYING FUNDS

Each Underlying Fund allocates its assets among the money managers listed
under "Money Manager Information" at the end of this Prospectus. FRIMCo, as the
Underlying Funds' advisor, may change the allocation of an Underlying Fund's
assets among money managers at any time. The Underlying Funds received an
exemptive order from the Securities and Exchange Commission (SEC) that permits
each Underlying Fund to engage or terminate a money manager at any time,
subject to the approval by the Underlying Fund's Board of Trustees (Board),
without a shareholder vote. An Underlying Fund notifies its shareholders within
60 days of when a money manager begins providing services. The Underlying Funds
select money managers based primarily upon the research and recommendations of
FRIMCo and Russell. FRIMCo and Russell evaluate quantitatively and
qualitatively the money manager's skills and results in managing assets for
specific asset classes, investment styles and strategies. Short-term investment
performance, by itself, is not a controlling factor in any Underlying Fund's
selection or termination of a money manager.

Each money manager has complete discretion to purchase and sell portfolio
securities for its segment of an Underlying Fund. At the same time, however,
each money manager must operate within the Underlying Fund's investment
objectives, restrictions and policies. Additionally, each manager must operate
within more specific constraints developed from time to time by FRIMCo. FRIMCo
develops such constraints for each manager based on FRIMCo's assessment of the
manager's expertise and investment style. By assigning more specific
constraints to each money manager, FRIMCo intends to capitalize on the
strengths of each money manager and to combine their investment activities in a
complementary fashion. Although the money managers' activities are subject to
general oversight by the Board and the Underlying Funds' officers, neither the
Board, the officers, FRIMCo, nor Russell evaluate the investment merits of the
money managers' individual security selections.

INVESTMENT OBJECTIVES AND INVESTMENT STRATEGIES
OF THE UNDERLYING FUNDS

The objective and principal strategies and risks of each Underlying Fund are
described in this section. Further information about the Underlying Funds is
contained in the Statement of Additional Information as well as in the
Prospectuses of the Underlying Funds. Because the LifePoints Funds invest in
the Underlying Funds, investors of the LifePoints Funds will be affected by the
Underlying Funds' investment strategies in direct proportion to the amount of
assets each LifePoints Fund allocates to the Underlying Fund pursuing such
policies. To request a copy of a Prospectus for an Underlying Fund, contact
FRIC at 800/787-7354 (in Washington, 253/627-7001).

15
<PAGE>

DIVERSIFIED EQUITY FUND

INVESTMENT To provide income and capital growth by investing principally
OBJECTIVE in equity securities.

PRINCIPAL The Diversified Equity Fund invests primarily in common stocks
INVESTMENT of medium and large capitalization companies. These companies
STRATEGIES are predominately US-based, although the Fund may invest a
limited portion of its assets in non-US firms from time to
time.

The Fund employs a "multi-style, multi manager"
diversification approach whereby portions of the Fund are
allocated to different money managers who employ distinct
investment styles. The Fund uses three principal investment
styles, intended to complement one another:

. Growth Style emphasizes investments in equity securities
of companies with above-average earnings growth prospects.
These companies are generally found in the technology,
health care, consumer and service sectors.

. Value Style emphasizes investments in equity securities of
companies that appear to be undervalued relative to their
corporate worth, based on earnings, book or asset value,
revenues or cash flow. These companies are generally found
among industrial, financial and utilities sectors.

. Market-Oriented Style emphasizes investments in companies
that appear to be undervalued relative to their growth
prospects. This style may encompass elements of both the
growth and value styles. These companies may be found in
any industry sector.

Additionally, the Fund is diversified by equity substyle. For
example, within the Growth Style, the Fund expects to employ
both an Earnings Momentum substyle (concentrating on companies
with more volatile and accelerating growth rates) and
Consistent Growth substyle (concentrating on companies with
stable earnings growth over an economic cycle).

When determining how to allocate its assets among money
managers, the Fund considers a variety of factors. These
factors include a money manager's investment style and
substyle and its performance record as well as the
characteristics of the money manager's typical portfolio
investments. These characteristics include capitalization
size, growth and profitability measures, valuation ratios,
economic sector weightings and earnings and price volatility
statistics. The Fund also considers the manner in which money
managers' historical and expected investment returns correlate
with one another.

The Fund intends to be fully invested at all times. Although
the Fund, like any mutual fund, maintains liquidity reserves
(i.e., cash awaiting investment or held to meet redemption
requests), the Fund exposes these reserves to the performance
of appropriate equity markets by investing in stock index
futures contracts. This causes the Fund to perform as though
its cash reserves were actually invested in those markets.
Additionally, the Fund invests its liquidity reserves in one
or more Frank Russell Investment Company (FRIC) money market
funds.

16
<PAGE>

The Fund may lend up to one-third of its portfolio securities
to earn income. These loans may be terminated at any time. The
Fund will receive either cash or US government debt
obligations as collateral.

SPECIAL GROWTH FUND

INVESTMENT To maximize total return primarily through capital
OBJECTIVE appreciation and assuming a higher level of volatility than
Diversified Equity Fund.

The Special Growth Fund invests primarily in common stocks of
PRINCIPAL small and medium capitalization companies. These companies are
INVESTMENT predominately US-based, although the Fund may invest in non-US
STRATEGIES firms from time to time.

The Fund's investments may include companies that have been
publicly traded for less than five years and smaller
companies, such as companies not listed in the Russell 2000(R)
Index.

. Value Style emphasizes investments in equity securities of
companies that appear to be undervalued relative to their
corporate worth, based on earnings, book or asset value,
revenues, or cash flow. These companies are generally
found among industrial, financial, and utilities sectors.

When determining how to allocate its assets among money
managers, the Fund considers a variety of factors. These
factors include a money manager's investment style and
performance record as well as the characteristics of the money
manager's typical portfolio investments. These characteristics
include capitalization size, growth and profitability
measures, valuation ratios, economic sector weightings and
earnings and price volatility statistics. The Fund also
considers the manner in which money managers' historical and
expected investment returns correlate with one another.

17
<PAGE>

perform as though its cash reserves were actually invested in
those markets. Additionally, the Fund invests its liquidity
reserves in one or more FRIC money market Funds.

Up to 15% of a Fund's net assets may be "illiquid" securities
(i.e., securities that do not have a readily available market
or that are subject to resale restrictions). Additionally, the
Fund may lend up to one-third of its portfolio securities to
earn income. These loans may be terminated at any time. The
Fund will receive either cash or US government debt
obligations as collateral.

QUANTITATIVE EQUITY FUND

To provide a total return greater than the total return of the
INVESTMENT US stock market (as measured by the Russell 1000(R) Index over
OBJECTIVE a market cycle of four to six years), while maintaining
volatility and diversification similar to the Index.

PRINCIPAL The Quantitative Equity Fund invests primarily in common
INVESTMENT stocks of medium and large capitalization companies, which are
STRATEGIES predominately US-based.

The Fund generally pursues a market-oriented style of security
selection based on quantitative investment models. This style
emphasizes investments in companies that appear to be
undervalued relative to their growth prospects.

The Fund employs a multi-manager approach whereby portions of
the Fund are allocated to different money managers who employ
distinct investment styles. The Fund intends these styles to
complement one another. When determining how to allocate its
assets among money managers, the Fund considers a variety of
factors. These factors include a money manager's investment
style and performance record as well as the characteristics of
the money manager's typical portfolio investments. These
characteristics include capitalization size, growth and
profitability measures, valuation ratios, economic sector
weightings and earnings and price volatility statistics. The
Fund also considers the manner in which money managers'
historical and expected investment returns correlate with one
another.

Each of the Fund's money managers use quantitative models to
rank securities based upon their expected ability to
outperform the total return of the Russell 1000(R) Index. Once
a money manager has ranked the securities, it then selects the
securities most likely to outperform and constructs, for its
segment of the Fund, a portfolio that has risks similar to the
Russell 1000 Index. Each money manager performs this process
independently from each other money manager.

The Russell 1000 Index consists of the 1,000 largest US
companies by capitalization (i.e., market price per share
times the number of shares outstanding). The smallest company
in the Index at the time of selection has a capitalization of
approximately $1 billion.

The Fund's money managers typically use a variety of
quantitative models, ranking securities within each model and
on a composite basis using proprietary weighting formulas.
Examples of those quantitative models are dividend discount
models,

18
<PAGE>

price/cash flow models, price/earnings models, earnings
surprise and earnings estimate revisions models and price
momentum models.

Although the Fund, like any mutual fund, maintains liquidity
reserves (i.e., cash awaiting investment or held to meet
redemption requests), the Fund exposes these reserves to the
performance of appropriate equity markets by investing in
stock index futures contracts. This causes the Fund to perform
as though its cash reserves were actually invested in those
markets. Additionally, the Fund invests its liquidity reserves
in one or more FRIC money market Funds.

INTERNATIONAL SECURITIES FUND

INVESTMENT To provide favorable total return and additional
OBJECTIVE diversification for US investors.

The International Securities Fund invests primarily in equity
PRINCIPAL securities issued by companies domiciled outside the US and in
INVESTMENT depository receipts, which represent ownership of securities
STRATEGIES of non-US companies.

The Fund's investments span most of the developed nations of
the world (particularly Europe and the Far East) to maintain a
high degree of diversification among countries and currencies.
Because international equity investment performance has a
reasonably low correlation to US equity performance, this Fund
may be appropriate for investors who want to reduce their
investment portfolio's overall volatility by combining an
investment in this Fund with investments in US equities.

The Fund may seek to protect its investments against adverse
currency exchange rate changes by purchasing forward currency
contracts. These contracts enable the Fund to "lock in" the US
dollar price of a security that it plans to buy or sell. The
Fund may not accurately predict currency movements.

The Fund employs a "multi-style, multi manager" approach
whereby portions of the Fund are allocated to different money
managers who employ distinct investment styles. The Fund uses
three principal investment styles, intended to complement one
another:

. Growth Style emphasizes investments in equity securities
of companies with above-average earnings growth
prospects. These companies are generally found in the
technology, health care, consumer and service sectors.

. Value Style emphasizes investments in equity securities
of companies that appear to be undervalued relative to
their corporate worth, based on earnings, book or asset
value, revenues or cash flow. These companies are
generally found among industrial, financial and
utilities sectors.

. Market-Oriented Style emphasizes investments in
companies that appear to be undervalued relative to
their growth prospects. This style may encompass

19
<PAGE>

elements of both the growth and value styles. These
companies may be found in any industry sector. A
variation of this style maintains investments that
replicate country and sector weightings of a broad
international market index.

Up to 15% of the Fund's net assets may be "illiquid"
securities (i.e., securities that do not have a readily
available market or that are subject to resale restrictions).
Additionally, the Fund may lend up to one-third of its
portfolio securities to earn income. These loans may be
terminated at any time. The Fund will receive either cash or
US government debt obligations as collateral.

DIVERSIFIED BOND FUND

INVESTMENT To provide effective diversification against equities and a
OBJECTIVE stable level of cash flow by investing in fixed-income
securities.

PRINCIPAL The Diversified Bond Fund invests primarily in investment
INVESTMENT grade fixed-income securities. In particular, the Fund holds
STRATEGIES debt securities issued or guaranteed by the US government or,
to a lesser extent by non-US governments, or by their
respective agencies and instrumentalities. It also holds
mortgage-backed securities, including collateralized mortgage
obligations. The Fund also invests in corporate debt
securities and dollar-denominated obligations issued in the US
by non-US banks and corporations (Yankee Bonds). A majority of
the Fund's holdings are US dollar denominated. From time to
time the Fund may invest in municipal debt obligations.

The average weighted duration of the Fund's portfolio
typically ranges within 10% of the average weighted duration
of the Lehman Brothers Aggregate Bond Index, which was 4.5
years as of December 31, 1998, but may vary up to 25% from the
Index's duration. The Fund has no restrictions on individual
security duration.

The Fund invests in securities of issuers in a variety of
sectors of the fixed-income market. In seeking investments
that will produce cash flow, the Fund's money managers also
identify sectors of the fixed-income market that they believe
are undervalued and

20
<PAGE>

concentrate the Fund's investments in those sectors. These
sectors will differ over time. To a lesser extent, the Fund
may attempt to anticipate shifts in interest rates and hold
securities that the Fund expects to perform well in relation
to market indexes, as a result of such shifts. Additionally,
the Fund typically holds proportionately fewer US Treasury
obligations than are represented in the Lehman Brothers
Aggregate Bond Index.

The Fund employs multiple money managers, each with its own
expertise in the fixed-income markets. When determining how to
allocate its assets among money managers, the Fund considers a
variety of factors. These factors include a money manager's
investment style and performance record as well as the
characteristics of the money manager's typical portfolio
investments. These characteristics include portfolio biases,
magnitude of sector shifts and duration movements. The Fund
also considers the manner in which money managers' historical
and expected investment returns correlate with one another.

The Fund may enter into interest rate futures contracts,
options on such futures contracts, and interest rate swaps
(i.e., agreements to exchange the Fund's rights to receive
certain interest payments) as a substitute for holding
physical securities or to facilitate the implementation of its
investment strategy, but not for leverage purposes.

SHORT TERM BOND FUND

INVESTMENT The preservation of capital and the generation of current income
OBJECTIVE consistent with preservation of capital by investing primarily
in fixed-income securities with low-volatility characteristics.

PRINCIPAL The Short Term Bond Fund invests primarily in fixed-income
INVESTMENT securities. In particular, the Fund holds debt securities issued
STRATEGIES or guaranteed by the US government or, to a lesser extent by
non-US governments, or by their respective agencies and
instrumentalities. It also holds mortgage-backed securities,
including collateralized mortgage obligations. The Fund also
invests in corporate debt securities and dollar-denominated
obligations issued in the US by non-US banks and corporations
(Yankee Bonds). A majority of the Fund's holdings are US dollar
denominated. From time to time the Fund may invest in municipal
debt obligations.

The Fund may invest up to 10% of its assets in debt securities
that are rated below investment grade as determined by one or
more nationally recognized securities rating organizations or in
unrated securities judged by the Fund to be of comparable
quality.

The average weighted duration of the Fund's portfolio typically
ranges within 15% of the average weighted duration of the
Merrill Lynch 1-2.99 Years Treasury Index, but may vary up to
50% from the Index's duration. The Fund has no restrictions on
individual security duration.

The Fund invests in securities of issuers in a variety of
sectors of the fixed-income market. The Fund's money managers
identify sectors of the fixed-income market that they believe

21
<PAGE>

are undervalued and concentrate the Fund's investments in those
sectors. These sectors will differ over time. To a lesser
extent, the Fund may attempt to anticipate shifts in interest
rates and hold securities that the Fund expects to perform well
in relation to market indexes, as a result of such shifts.
Additionally, the Fund typically holds proportionately fewer US
Treasury obligations than are represented in the Merrill Lynch
1-2.99 Years Treasury Index.

The Fund employs multiple money managers, each with its own
expertise in the fixed-income markets. When determining how to
allocate its assets among money managers, the Fund considers a
variety of factors. These factors include a money manager's
investment style and performance record as well as the
characteristics of the money manager's typical portfolio
investments. These characteristics include portfolio biases,
magnitude of sector shifts and duration movements. The Fund also
considers the manner in which money managers' historical and
expected investment returns correlate with one another.

The Fund may enter into interest rate futures contracts, options
on such futures contracts, and interest rate swaps (i.e.,
agreements to exchange the Fund's rights to receive certain
interest payments) as a substitute for holding physical
securities or to facilitate the implementation of its investment
strategy, but not for leverage purposes.

The Fund may lend up to one-third of its portfolio securities to
earn income. These loans may be terminated at any time. The Fund
will receive either cash or US government debt obligations as
collateral.

MULTISTRATEGY BOND FUND

INVESTMENT To provide maximum total return, primarily through capital
OBJECTIVE appreciation and by assuming a higher level of volatility than
is ordinarily expected from broad fixed-income market
portfolios.

The Multistrategy Bond Fund invests primarily in fixed-income
PRINCIPAL securities. In particular, the Fund holds debt securities issued
INVESTMENT or guaranteed by the US government or, to a lesser extent by
STRATEGIES non-US governments, or by their respective agencies and
instrumentalities. It also holds mortgage-backed securities,
including collateralized mortgage obligations. The Fund also
invests in corporate debt securities and dollar-denominated
obligations issued in the US by non-US banks and corporations
(Yankee Bonds). A majority of the Fund's holdings are US dollar
denominated. From time to time the Fund may invest in municipal
debt obligations.

The Fund may invest up to 25% of its assets in debt securities
that are rated below investment grade as determined by one or
more nationally recognized securities rating organizations or in
unrated securities judged by a Fund money manager to be of
comparable quality.

The average weighted duration of the Fund's portfolio typically
ranges within 10% of the average weighted duration of the Lehman
Brothers Aggregate Bond Index, which was 4.5 years as of
December 31, 1998, but may vary up to 25% from the Index's
duration. The Fund has no restrictions on individual security
duration.

The Fund invests in securities of issuers in a variety of
sectors of the fixed-income market. The Fund's money managers
identify sectors of the fixed-income market that they believe

22
<PAGE>

The Fund employs multiple money managers, each with its own
expertise in the fixed-income markets. When determining how to
allocate its assets among money managers, the Fund considers a
variety of factors. These factors include a money manager's
investment style and performance record as well as the
characteristics of the money manager's typical portfolio
investments. These characteristics include portfolio biases,
magnitude of sector shifts and duration movements. The Fund also
considers the manner in which money managers' historical and
expected investment returns correlate with one another.

The Fund may enter into interest rate futures contracts, options
on such futures contracts, and interest rate swaps (i.e.,
agreements to exchange the Fund's rights to receive certain
interest payments) as a substitute for holding physical
securities or to facilitate the implementation of its investment
strategy but not for leverage purposes.

The Fund may lend up to one-third of its portfolio securities to
earn income. These loans may be terminated at any time. The Fund
will receive either cash or US government debt obligations as
collateral.

REAL ESTATE SECURITIES FUND

INVESTMENT To generate a high level of total return through above average
OBJECTIVE current income, while maintaining the potential for capital
appreciation.

PRINCIPAL The Fund seeks to achieve its objective by concentrating its
INVESTMENT investments in equity securities of issuers whose value is
STRATEGIES derived primarily from development, management and market
pricing of underlying real estate properties.

The Fund invests primarily in securities of companies that own
and/or manage properties, known as real estate investment trusts
(REITs). REITs may be composed of anywhere from two to over
1,000 properties. The Fund may also invest in equity and debt
securities of other types of real estate-related companies.
These companies are predominately US-based, although the Fund
may invest a limited portion of its assets in non-US firms from
time to time.

The Fund employs a "multi-style, multi manager" approach whereby
portions of the Fund are allocated to different money managers
who employ distinct investment styles. The Fund intends these
investment styles to complement one another.

23
<PAGE>

measures, valuation ratios, property type and geographic
weightings and earnings and price volatility statistics. The
Fund also considers the manner in which money managers'
historical and expected investment returns correlate with one
another.

The Fund intends to be fully invested at all times. Although the
Fund, like any mutual fund, maintains liquidity reserves (i.e.,
cash awaiting investment or held to meet redemption requests),
the Fund may expose these reserves to the performance of
appropriate equity markets by investing in stock index futures
contracts. This causes the Fund to perform as though its cash
reserves were actually invested in those markets. Additionally,
the Fund invests its liquidity reserves in one or more FRIC
money market Funds.

Up to 15% of the Fund's net assets may be "illiquid" securities
(i.e., securities that do not have a readily available market or
that are subject to resale restrictions). Additionally, the Fund
may lend up to one-third of its portfolio securities to earn
income. These loans may be terminated at any time. The Fund will
receive either cash of US government debt obligations as
collateral.

EMERGING MARKETS FUND

INVESTMENT To provide maximum total return, primarily through capital
OBJECTIVE appreciation and by assuming a higher level of volatility than
is ordinarily expected from developed market international
portfolios, by investing primarily in equity securities.

PRINCIPAL The Emerging Markets Fund will primarily invest in equity
INVESTMENT securities of companies that are located in countries with
STRATEGIES emerging markets or that derive a majority of their revenues
from operations in such countries. These companies are referred
to as "Emerging Market Companies." For purposes of the Fund's
operations, an "emerging market" country is a country having an
economy and market that the World Bank or the United Nations
consider to be emerging or developing. These countries generally
include every country in the world except the United States,
Canada, Japan, Australia, and most countries located in Western
Europe.

The Fund seeks to maintain a broadly diversified exposure to
emerging market countries and ordinarily will invest in the
securities of issuers in at least three different emerging
market countries.

The Fund invests in common stocks of Emerging Market Companies
and in depository receipts, which represent ownership of
securities of non-US companies. The Fund may also invest in
rights, warrants and convertible fixed-income securities. The
Fund's securities are denominated primarily in foreign
currencies and may be held outside the United States.

Some emerging markets countries do not permit foreigners to
participate directly in their securities markets or otherwise
present difficulties for efficient foreign investment.
Therefore, when it believes it is appropriate to do so, the Fund
may invest in pooled investment vehicles, such as other
investment companies, which enjoy broader or more efficient
access to shares of Emerging Market Companies in certain
countries.

24
<PAGE>

The Fund employs a multi-manager approach whereby portions of
the Fund are allocated to different money managers who employ
distinct investment styles. The Fund intends these styles to
complement one another. When determining how to allocate its
assets among money managers, the Fund considers a variety of
factors. These factors include a money manager's investment
style and performance record as well as the characteristics of
the money manager's typical portfolio investments (e.g.,
capitalization size, growth and profitability measures,
valuation ratios, economic sector weightings and earnings and
price volatility statistics). The Fund also considers the manner
in which money managers' historical and expected investment
returns correlate with one another.

The Fund may enter into repurchase agreements. Under those
agreements a bank or broker dealer sells securities to the Fund,
and agrees to repurchase the securities at the Fund's cost plus
interest, ordinarily on the next business day.

The Fund may agree to purchase securities for a fixed price at a
future date beyond customary settlement time. This kind of
agreement is known as a "forward commitment" or as a "when-
issued" transaction.

Up to 15% of the Fund's net assets may be "illiquid" securities
(i.e., securities that do not have a readily available market or
that are subject to resale restrictions). Additionally, the Fund
may lend up to one-third of its portfolio securities to earn
income. These loans may be terminated at any time. A Fund will
receive either cash or US government debt obligations as
collateral.

Because international equity investment performance has a
reasonably low correlation to US equity performance, this Fund
may be appropriate for investors who want to reduce their
investment portfolio's overall volatility by combining an
investment in this Fund with investments in US equities.

25
<PAGE>

PRINCIPAL RISKS

The following table describes principal types of risks the LifePoints Funds
are subject to, based on the investments made by the Underlying Funds, and
lists next to each description the Underlying and LifePoints Funds most likely
to be affected by the risk. Other Underlying and LifePoints Funds that are not
listed may be subject to one or more of the risks, based on the allocation of
assets among the Underlying Funds, but will not do so in a way that is
expected to principally affect the performance of the LifePoints or Underlying
Fund as a whole. Please refer to the LifePoints Funds' Statement of Additional
Information for a discussion of risks associated with types of securities held
by the Funds and investment practices employed.

<TABLE>
<CAPTION>
Risk Associated With: Description Relevant Fund
--------------------- ----------- -------------
<S> <C> <C>
Multi-manager approach The investment styles employed by a Fund's All Funds
money managers may not be complementary.
The interplay of the various strategies (Underlying Funds: All
employed by a Fund's multiple money Funds)
managers may result in the Fund's holding a
concentration of certain types of securities.
This concentration may be beneficial or
detrimental to the Fund's performance
depending upon the performance
of those securities and the overall economic
environment. The multiple manager approach
could result in a high level of portfolio
turnover, resulting in higher Fund brokerage
expenses and increased tax liability from the
Fund's realization of capital gains.

Equity securities The value of equity securities will rise and fall Equity Aggressive Strategy
in response to the activities of the company Aggressive Strategy
that issued the stock, general market Balanced Strategy
conditions and/or economic conditions. Moderate Strategy
(Underlying Funds:
Diversified Equity
Special Growth
Quantitative Equity
International Securities
Real Estate Securities
Emerging Markets)

. Value Stocks Investments in value stocks are subject to risks Equity Aggressive Strategy
that (i) their intrinsic values may never be Aggressive Strategy
realized by the market or (ii) such stock may Balanced Strategy
turn out not to have been undervalued. Moderate Strategy
(Underlying Funds:
Diversified Equity
Special Growth
Quantitative Equity
International Securities)
</TABLE>

26
<PAGE>

<TABLE>
<CAPTION>
Risk Associated With: Description Relevant Fund
--------------------- ----------- -------------
<S> <C> <C>
. Growth Stocks Growth company stocks may provide minimal Equity Aggressive Strategy
dividends that can cushion stock prices in a market Aggressive Strategy
decline. The value of growth company stocks may Balanced Strategy
rise and fall dramatically based, in part, on Moderate Strategy
investors' perceptions of the company rather than
on fundamental analysis of the stocks. (Underlying Funds:
Diversified Equity
Special Growth
International Securities)

. Market-Oriented Market-oriented investments are generally subject Equity Aggressive Strategy
Investments to the risks associated with growth and value Aggressive Strategy
stocks. Balanced Strategy
Moderate Strategy
(Underlying Funds:
Diversified Equity
Special Growth
Quantitative Equity
International Securities)

. Securities of small Investments in smaller companies may involve Equity Aggressive Strategy
capitalization compa- greater risks because these companies generally Aggressive Strategy
nies have a limited track record. Smaller companies Balanced Strategy
often have narrower markets and more limited Moderate Strategy
managerial and financial resources than larger,
more established companies. As a result, their (Underlying Fund:
performance can be more volatile, which could Special Growth)
increase the volatility of a Fund's portfolio.

Fixed-income securities Prices of fixed-income securities rise and fall in Balanced Strategy
response to interest rate changes. Generally, when Moderate Strategy
interest rates rise, prices of fixed-income securities Conservative Strategy
fall. The longer the duration of the security, the
more sensitive the security is to this risk. A 1% (Underlying Funds:
increase in interest rates would reduce the value of Diversified Bond
a $100 note by approximately one dollar if it had a Multistrategy Bond
one year duration, but would reduce its value by Short Term Bond)
approximately fifteen dollars if it had a 15 year
duration. There is a risk that one or more of
the securities will be downgraded in credit rating or
go into default. Lower-rated bonds generally have
higher credit risks.
</TABLE>

27
<PAGE>

<TABLE>
<CAPTION>
Risk Associated With: Description Relevant Fund
--------------------- ----------- -------------
<S> <C> <C>
. Non-investment grade Although lower rated debt securities generally Aggressive Strategy
fixed-income securi- offer a higher yield than higher rated debt Balanced Strategy
ties securities, they involve higher risks. They are
especially subject to: (Underlying Funds:
.adverse changes in general economic Multistrategy Bond
conditions and in the industries in which their Short Term Bond)
issuers are engaged,
.changes in the financial condition of their
issuers, and
.price fluctuations in response to changes in
interest rates.
As a result, issuers of lower rated debt securities
are more likely than other issuers to miss
principal and interest payments or to default.

International securities A Fund's return and net asset value may be Equity Aggressive Strategy
significantly affected by political or economic Aggressive Strategy
conditions and regulatory requirements in a Balanced Strategy
particular country. Foreign markets, economies
and political systems may be less stable than US (Underlying Funds:
markets, and changes in exchange rates of International Securities
foreign currencies can affect the value of a Multistrategy Bond
Fund's foreign assets. Foreign laws and Emerging Markets
accounting standards typically are not as strict as Short Term Bond)
they are in the US and there may be less public
information available about foreign companies.
A Fund's foreign debt securities are typically
obligations of sovereign governments. These
securities are particularly subject to a risk of
default from political instability.

. Non-U.S. debt A Fund's foreign debt securities are typically Aggressive Strategy
securities obligations of sovereign governments. These Balanced Strategy
securities are particularly subject to a risk of
default from political instability. (Underlying Funds:
Multistrategy Bond
Short Term Bond)

. Emerging market Investments in emerging or developing markets (Underlying Fund:
Countries involve exposure to economic structures that are Emerging Markets)
generally less diverse and mature, and to
political systems which have less stability than
those of more developed countries. Emerging
market securities are subject to currency transfer
restrictions and may experience delays and
disruptions in securities settlement procedures.
</TABLE>

28
<PAGE>

<TABLE>
<CAPTION>
Risk Associated With: Description Relevant Fund
--------------------- ----------- -------------
<S> <C> <C>
. Instruments of US and Non-US corporations and banks issuing dollar Balanced Strategy
foreign banks and denominated instruments in the US are not Moderate Strategy
branches and foreign necessarily subject to the same regulatory Conservative Strategy
corporations, requirements that apply to US corporations and
including banks, such as accounting, auditing and (Underlying Funds:
Yankee Bonds recordkeeping standards, the public availability of Diversified Bond
information and, for banks, reserve requirements, Multistrategy Bond
loan limitations, and examinations. This increases Short Term Bond)
the possibility that a non-US corporation or bank
may become insolvent or otherwise unable to fulfill
its obligations on these instruments.

Derivatives (e.g. If a Fund incorrectly forecasts interest rates in using Balanced Strategy
futures derivatives, the Fund could lose money. Price Moderate Strategy
contracts, options on movements of a futures contract, option or Conservative Strategy
futures, interest rate structured note may not be identical to price
swaps) movements of portfolio securities or a securities (Underlying Funds:
index resulting in the risk that, when a Fund buys a Diversified Bond
futures contract or option as a hedge, the hedge may Multistrategy Bond
not be completely effective. Short Term Bond)

Real estate securities Just as real estate values go up and down, (Underlying Fund:
companies involved in the industry, and in which a Real Estate Securities)
Fund invests, also fluctuate. Such a Fund is subject
to the risks associated with direct ownership of real
estate. Additional risks include declines in the value
of real estate, changes in general and local
economic conditions, increases in property taxes
and changes in tax laws and interest rates. The
value of securities of companies that service the real
estate industry may also be affected by such risks.

. REITs REITs may be affected by changes in the value of (Underlying Fund:
the underlying properties owned by the REITs and Real Estate Securities)
by the quality of any credit extended. Moreover, the
underlying portfolios of REITs may not be
diversified, and therefore are subject to the risk of
financing a single or a limited number of projects.
REITs are also dependent upon management skills
and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation and the
possibility of failing either to qualify for tax-free
pass through of income under federal tax laws or to
maintain their exemption from certain Federal
securities laws.
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
Risk Associated With: Description Relevant Fund
- --------------------- ----------- -------------
<S> <C> <C>
Municipal Obligations Municipal obligations are affected by economic, Balanced Strategy
business or political developments. These securities Moderate Strategy
may be subject to provisions of litigation, Conservative Strategy
bankruptcy and other laws affecting the rights and
remedies of creditors, or may become subject to (Underlying Funds:
future laws extending the time for payment of Diversified Bond
principal and/or interest, or limiting the rights of Multistrategy Bond
municipalities to levy taxes. Short Term Bond)

Exposing Liquidity By exposing its liquidity reserves to the equity All Funds
Reserves to Equity market, a Fund's performance tends to correlate
Markets more closely to the performance of the market as (Underlying Funds:
a whole. Although this increases a Fund's Diversified Equity
performance if equity markets rise, it reduces a Special Growth
Fund's performance if equity markets decline. Quantitative Equity
International Securities
Real Estate Securities)

Securities Lending If a borrower of a Fund's securities fails (Underlying Funds:
financially, the Fund's recovery of the loaned All Funds)
securities may be delayed or the Fund may lose its
rights to the collateral.

Year 2000

. Year 2000 and The Funds' operations depend on the smooth All LifePoints Funds
Fund operations functioning of their service providers' computer
systems. The Funds and their shareholders could (Underlying Funds:
be adversely affected if those computer systems do All Funds)
not properly process and calculate date-related
information on or after January 1, 2000. Many
computer software systems in use today cannot
distinguish between the year 2000 and the year
1900. Although year 2000-related computer
problems could have a negative effect on the
Funds and their shareholders, the Funds' service
providers have advised the Funds that they are
working to avoid such problems. Because it is the
obligation of those service providers to ensure the
proper functioning of their computer systems, the
Funds do not expect to incur any material expense
in connection with year 2000 preparations.
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
Risk Associated With: Description Relevant Fund
--------------------- ----------- -------------
<S> <C> <C>
. Year 2000 and Fund The Funds and their shareholders could be All Funds
portfolio investments adversely affected if the computer systems of the
issuers in which the Funds invest, or those of the (Underlying Funds:
service providers they depend upon, do not All Funds)
properly process and calculate date-related
information on or after January 1, 2000. If such
an event occurred, the value of those issuer's
securities could be reduced.

. Year 2000 and Fund A Fund that invests significantly in non-US All Funds
portfolio investments issuers may be exposed to a higher degree of risk
in non-U.S. issuers from Year 2000 issues than other Funds. It is (Underlying Funds:
generally believed that non-US governments and International Securities,
issuers are less prepared for Year 2000 related Emerging Markets)
contingencies than the US government and US-
based issuers, which could result in a more
significant diminution in value of non-US issuer's
securities on or after January 1, 2000.
</TABLE>

DIVIDENDS AND DISTRIBUTIONS

Income Dividends

Each LifePoints Fund distributes substantially all of its net investment
income and net capital gains to shareholders each year. The amount and
frequency of distributions are not guaranteed--all distributions are at the
Board's discretion. Currently, the Board intends to declare dividends from net
investment income and net short-term capital gains, if any, for each
LifePoints Fund on a quarterly basis, with payment being made in April, July,
October and December.

Capital Gains Distributions

The Board annually intends to declare capital gains distributions through
October 31 (excess of capital gains over capital losses), generally in mid-
December. To meet certain legal requirements, a LifePoints Fund may declare a
special year-end dividend and capital gains distributions during October,
November or December to shareholders of record in that month. These latter
distributions are deemed to have been paid by a LifePoints Fund and received
by you on December 31 of the prior year, provided that the LifePoints Fund
pays them by January 31. Capital gains realized during November and December
will be distributed to you during February of the following year.

In addition, the LifePoints Funds receive capital gains distributions from
the Underlying Funds. Consequently, capital gains distributions may be
expected to vary considerably from year to year. Also, the LifePoints Funds
may generate capital gains through rebalancing the portfolios to meet the
LifePoints Funds' allocation percentages.

Buying a Dividend

If you purchase shares just before a distribution, you will pay the full
price for the shares and receive a portion of the purchase price back as a
taxable distribution. This is called "buying a dividend." Unless your

31
<PAGE>

account is a tax-deferred account, dividends paid to you would be included in
your gross income for tax purposes even though you may not have participated
in the increase of the net asset value of a LifePoints Fund, regardless of
whether you reinvested the dividends.

Automatic Reinvestment

Your dividends and other distributions are automatically reinvested at the
closing net asset value on the record date, in additional shares of the
appropriate LifePoints Fund, unless you elect to have the dividends or
distributions paid in cash or invested in another Fund. You may change your
election by delivering written notice no later than ten days prior to the
payment date to the LifePoints Funds' Transfer Agent, at Operations
Department, P.O. Box 1591, Tacoma, WA 98401.

TAXES

In general, distributions from a LifePoints Fund are taxable to you as
either ordinary income or capital gains. This is true whether you reinvest
your distributions in additional shares of the LifePoints Fund or receive them
in cash. Any capital gains distributed by a LifePoints Fund are taxable to you
as long-term capital gains no matter how long you have owned your shares.
Every January, you will receive a statement that shows the tax status of
distributions you received for the previous year. Distributions declared in
December but paid in January are taxable as if they were paid in December.
Distributions taxed as capital gains may be taxable at different rates
depending on how long a LifePoints Fund holds its assets.

When you sell or exchange your shares of a LifePoints Fund, you may have a
capital gain or loss. The tax rate on any gain from the sale or exchange of
your shares depends on how long you have held your shares.

LifePoints Fund distributions and gains from the sale or exchange of your
shares will generally be subject to state and local income tax. Non-US
investors may be subject to US withholding and estate tax. You should consult
your tax professional about federal, state, local or foreign tax consequences
in holding shares of a LifePoints Fund.

Any foreign taxes paid by an Underlying Fund on its investments may be
passed through to its shareholders as foreign tax credits.

By law, a LifePoints Fund must withhold 31% of your distributions and
proceeds if you do not provide your correct taxpayer identification number, or
certify that such number is correct, or if the IRS instructs the LifePoints
Fund to do so.

The tax discussion set forth above is included for general information only.
Prospective investors should consult their own tax advisers concerning the
federal, state, local or foreign tax consequences of an investment in a
LifePoints Fund.

Additional information on these and other tax matters relating to the
LifePoints Funds and their shareholders is included in the section entitled
"Taxes" in the SAI.

HOW NET ASSET VALUE IS DETERMINED

Net Asset Value Per Share

The net asset value per share is calculated for the Class C shares of each
LifePoints Fund on each business day on which shares are offered or redemption
orders are tendered. For all LifePoints Funds, a business day is

32
<PAGE>

one on which the New York Stock Exchange (NYSE) is open for trading. The NYSE
is not open on national holidays. All Underlying Funds and LifePoints Funds
determine net asset value as of the close of the NYSE (currently 4:00 p.m.
Eastern Time). The determination is made by appraising each LifePoints Fund's
underlying investments on each business day (i.e., the Underlying Funds at the
current net asset value per share of such Underlying Fund).

Valuation of Portfolio Securities

Securities held by the Underlying Funds are typically priced using market
quotations or pricing services when the prices are believed to be reliable--
that is, when the prices reflect the fair market value of the securities. The
Underlying Funds value securities for which market quotations are not readily
available at "fair value," as determined in good faith and in accordance with
procedures established by the Board. If you hold shares in a LifePoints Fund
that invests in an Underlying Fund, such as the International Securities Fund,
and that holds portfolio securities listed primarily on foreign exchanges, the
net asset value of that both the Underlying and LifePoints Fund's shares may
change on a day when you will not be able to purchase or redeem LifePoints
Fund shares. This is because the value of those portfolio securities may
change on weekends or other days when the LifePoints Fund does not price its
shares.

DISTRIBUTION AND SHAREHOLDER
SERVICING ARRANGEMENTS

The LifePoints Funds offer multiple classes of shares: Class C Shares, Class
D Shares and Class E Shares. The Class C Shares are offered in this
prospectus. The Class D and Class E shares are offered in another LifePoints
Funds prospectus.

Class C Shares participate in the LifePoints Funds' Rule 12b-1
distribution plan and in the LifePoints Funds' shareholder servicing plan.
Under distribution plan, Class C Shares pay distribution fees of 0.75%
annually for the sale and distribution of Class C Shares. Under the
shareholder servicing plan, the Class C Shares pay shareholder servicing
fees of 0.25% annually for services provided to Class C shareholders.
Because both of these fees are paid out of the Class C Share assets on an
ongoing basis, over time these fees will increase the cost of a Class C
Share investment in the LifePoints Funds, and the distribution fee may cost
an investor more than paying other types of sales charges.

Class D Shares participate in the LifePoints Funds' Rule 12b-1
distribution plan and in the LifePoints Funds' shareholder servicing plan.
Under distribution plan, the Class D shares pay distribution fees of 0.25%
annually for the sale and distribution of Class D Shares. Under the
shareholder servicing plan, the Class D Shares pay shareholder servicing
fees of 0.25% annually for services provided to Class D shareholders.
Because both of these fees are paid out of the Class D Share assets on an
ongoing basis, over time these fees will increase the cost of a Class D
share investment in the LifePoints Funds, and the distribution fee may cost
an investor more than paying other types of sales charges.

Class E Shares participate in the LifePoints Funds' shareholder servicing
plan. Under the shareholder servicing plan, the Class E Shares pay daily
fees equal to 0.25% on an annualized basis for services provided to Class E
shareholders. The shareholder servicing fees are paid out of the Class E
Share assets on an ongoing basis, and over time will increase the cost of
your investment in the LifePoints Funds.

HOW TO PURCHASE SHARES

LifePoints Funds are generally available only through a select network of
qualified Financial Intermediaries. If you are not currently working with one
of these Financial Intermediaries, please call Russell Investor Services at
(800) RUSSEL4, (800-787-7354) for assistance in contacting an investment
professional near you.

33
<PAGE>

There is no minimum required investment in Class C Shares of the LifePoints
Funds. FRIMCo, on behalf of each LifePoints Fund, reserves the right to
change, as to any LifePoints Fund or any class thereof, the categories of
investors eligible to purchase shares of that LifePoints Fund or class.

Financial Intermediaries may charge their customers a fee for providing
investment-related services. Financial Intermediaries that maintain omnibus
accounts with the Funds may receive administrative fees from the Funds or
their transfer agent. Financial Intermediaries may receive shareholder
servicing compensation and may receive distribution compensation with respect
to Class C Shares of the LifePoints Funds.

Paying for Shares

You may purchase shares of the LifePoints Funds through a Financial
Intermediary on any business day the Funds are open. Purchase orders are
processed at the next net asset value per share calculated after the
LifePoints Funds' receive your order in proper form (defined in the "Written
Instructions" section), and accept the order.

All purchases must be made in US dollars. Checks and other negotiable bank
drafts must be drawn on US banks and made payable to "Frank Russell Investment
Company." The LifePoints Funds reserve the right to reject any purchase order
for any reason including, but not limited to, receiving a check which does not
clear the bank or a payment which does not arrive in proper form by settlement
date. You will be responsible for any resulting loss to the Funds. An
overdraft charge may also be applied. Cash, third party checks and checks
drawn on credit card accounts generally will not be accepted. However,
exceptions may be made by prior special arrangement with certain Financial
Intermediaries.

Offering Dates and Times

Orders must be received by the LifePoints Funds prior to the close of the
NYSE (currently 4:00 p.m. Eastern Time). Purchases can be made on any day when
LifePoints Fund shares are offered. Because Financial Intermediaries'
processing time may vary, please ask your Financial Intermediary
representative when your account will be credited.

Order and Payment Procedures

Generally, you must place purchase orders for LifePoints Fund shares through
a Financial Intermediary. You may pay for your purchase by mail or electronic
funds transfer. Initial purchases require a completed and signed Application
for each new account regardless of the investment method. Specific payment
arrangements should be made with your Financial Intermediary.

By Mail

For new accounts, please mail the completed Application to your Financial
Intermediary. Payment for orders may be made by check or other negotiable bank
draft and sent to the LifePoints Funds' Transfer Agent. Certified checks are
not necessary, but checks are accepted subject to collection at full face
value in US funds. Third party checks will not be accepted. Checks should be
made payable to "Frank Russell Investment Company."

By Federal Funds Wire

You can pay for orders by wiring federal funds to the LifePoints Funds'
Custodian, State Street Bank and Trust Company. All wires must include your
account registration and account number for identification. Inability to
properly identify a wire transfer may prevent or delay timely settlement of
your purchase.

34
<PAGE>

By Automated Clearing House ("ACH")

You can make initial or subsequent investments through ACH to the Funds'
Custodian, State Street Bank and Trust Company.

Automated Investment Program

You can make regular investments (minimum $50) in LifePoints Funds in an
established account on a monthly, quarterly, semiannual or annual basis by
automatic electronic funds transfer from a bank account. You must make a
separate transfer for each LifePoints Fund in which you purchase shares. You
may change the amount or stop the automatic purchase at any time. Contact your
Financial Intermediary for further information on this program and an
enrollment form.

Three Day Settlement Program

The LifePoints Funds will accept orders through Financial Intermediaries to
purchase shares of the LifePoints Funds for settlement on the third business
day following the receipt of the order. These orders are paid for by a federal
funds wire if the Financial Intermediary has enrolled in the program and
agreed in writing to indemnify the LifePoints Funds against any losses
resulting from non-receipt of payment.

EXCHANGE PRIVILEGE

By Mail or Telephone

Through your Financial Intermediary, you may exchange Class C Shares of any
LifePoints Fund you own for Shares of any other Fund offered by FRIC on the
basis of the current net asset value per share at the time of the exchange.
Shares of a LifePoints Fund offered by this Prospectus may only be exchanged
for shares of a Fund offered by FRIC through another Prospectus under certain
conditions and only in states where the exchange may be legally made. For
additional information, including Prospectuses for other Funds, contact your
Financial Intermediary.

Exchanges may be made by mail or by telephone if the registration of the two
accounts is identical. Contact your Financial Intermediary for assistance in
exchanging shares and, because Financial Intermediaries' processing time may
vary, to find out when your account will be credited or debited. To request an
exchange in writing, please follow the procedures in the "Written
Instructions" section before mailing to your Financial Intermediary.

An exchange involves the redemption of shares, which is treated as a sale
for income tax purposes. Thus, capital gain or loss may be realized. Please
consult your tax adviser for more information. The LifePoints Fund shares to
be acquired will be purchased when the proceeds from the redemption become
available (up to seven days from the receipt of the request) at the next net
asset value per share calculated after the Funds received the exchange request
in good order.

In-Kind Exchange of Securities

FRIMCo, in its capacity as the LifePoints Funds' investment advisor, may, at
its discretion, permit you to acquire LifePoints Fund shares in exchange for
securities you currently own. Any securities exchanged must meet the
investment objective, policies and limitations of the applicable LifePoints
Fund, have a readily ascertainable market value, be liquid and not be subject
to restrictions on resale and have a market value, plus any cash, equal to at
least $100,000.

35
<PAGE>

Shares purchased in exchange for securities generally may not be redeemed or
exchanged for 15 days following the purchase by exchange or until the transfer
has settled, whichever comes first. If you are a taxable investor, you will
generally realize a gain or loss for federal income tax purposes on the
exchange. If you are contemplating an in-kind exchange you should consult your
tax adviser.

The basis of the exchange will depend upon the relative net asset value of
the LifePoints Fund shares purchased and securities exchanged. Securities
accepted by a LifePoints Fund will be valued in the same way the LifePoints
Fund values its assets. Any interest earned on the securities following their
delivery to the LifePoints Funds and prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription or other
rights attached to the securities becomes the property of the LifePoints Fund,
along with the securities. Please contact your Financial Intermediary for
further information.

HOW TO REDEEM SHARES

Shares of the LifePoints Funds may be redeemed through your Financial
Intermediary on any business day the LifePoints Funds are open at the next net
asset value per share calculated after the Funds' Transfer Agent receives an
order in proper form (defined in the "Written Instructions" section). Payment
will ordinarily be made within seven days after receipt of your request in
proper form. Shares recently purchased by check may not be available for
redemption for 15 days following the purchase or until the check clears,
whichever occurs first, to assure payment has been collected.

Redemption Dates and Times

Redemption requests must be placed through a Financial Intermediary and
received by the LifePoints Funds prior to the close of the NYSE (currently
4:00 p.m. Eastern Time). Because Financial Intermediaries' processing times
may vary, please ask your Financial Intermediary representative when your
account will be debited. Requests can be made by mail or telephone on any day
when LifePoints Fund shares are offered, or through the Systematic Withdrawal
Program.

By Mail or Telephone

You may redeem your shares by calling or writing to your Financial
Intermediary. Written requests to sell shares are in proper form when the
instructions are signed by all registered owners, with a signature guarantee
if necessary.

Systematic Withdrawal Program

The LifePoints Funds offer a systematic withdrawal program which allows you
to redeem your Shares and receive regular payments from your account on a
monthly, quarterly, semiannual or annual basis. If you would like to establish
a systematic withdrawal program, please complete the proper section of the
account application and indicate how you would like to receive your payments.
You will generally receive your payment by the end of the month in which a
payment is scheduled. When you redeem your shares under a systematic
withdrawal program, it is a taxable transaction.

You may choose to have the payments mailed to you or directed to your bank
account by ACH transfer. You may discontinue the systematic withdrawal
program, or change the amount and timing of withdrawal payments by contacting
your Financial Intermediary.

36
<PAGE>

Accounts in Street Name

Many brokers, employee benefit plans and bank trusts combine their client's
holdings in a single omnibus account held in the brokers', plans' or bank
trusts' own name or "street name." Therefore, if you hold LifePoints Fund
shares through a brokerage account, employee benefit plan or bank trust fund,
the LifePoints Funds may have records only of the omnibus account. In this
case, your broker, employee benefit plan or bank is responsible for keeping
track of your account information. This means that you may not be able to
request transactions in your LifePoints Fund shares directly through the
Funds, but can do so only through your broker, plan administrator or bank. Ask
your Financial Intermediary for information on whether your LifePoints Fund
shares are held in an omnibus account.

PAYMENT OF REDEMPTION PROCEEDS

By Check

When you redeem your shares, a check for the redemption proceeds will be
sent to the shareholder(s) of record at the address of record within seven
days after the LifePoints Funds receive a redemption request in proper form.

By Wire

If you have established the electronic redemption option, your redemption
proceeds can be wired to your predesignated bank account on the next bank
business day after the LifePoints Funds receive your redemption request. The
LifePoints Funds may charge a fee to cover the cost of sending a wire transfer
for redemptions less than $1,000, and your bank may charge an additional fee
to receive the wire. Wire transfers can be sent to US commercial banks that
are members of the Federal Reserve System.

WRITTEN INSTRUCTIONS

Proper Form: Written instructions must be in proper form. They must include:

A description of the request
The name of the Fund(s)
The class of shares, if applicable
The account number(s)
The amount of money or number of shares being purchased, exchanged,
transferred or redeemed
The name(s) on the account(s)
The signature(s) of all registered account owners
For exchanges, the name of the Fund you are exchanging into
Your daytime telephone number

37
<PAGE>

Signature Requirements Based on Account Type

<TABLE>
<CAPTION>
Account Type Requirements for Written Requests
- -----------------------------------------------------------------------------------
<C> <S>
Individual, Joint Tenants, Written instructions must be signed by each
Tenants in Common shareholder, exactly as the names appear in the
account registration.
- -----------------------------------------------------------------------------------
UGMA or UTMA (custodial Written instructions must be signed by the
accounts for minors) custodian in his/her capacity as it appears in the
account registration.
- -----------------------------------------------------------------------------------
Corporation, Association Written instructions must be signed by authorized
person(s), stating his/her capacity as indicated by
the corporate resolution to act on the account. A
copy of the corporate resolution, certified within
the past 90 days, authorizing the signer to act.
- -----------------------------------------------------------------------------------
Estate, Trust, Pension, Written instructions must be signed by all
Profit Sharing Plan trustees. If the name of the trustee(s) does not
appear in the account registration, please provide
a copy of the trust document certified within the
last 60 days.
- -----------------------------------------------------------------------------------
Joint tenancy shareholders Written instructions must by signed by the
whose co-tenants are surviving tenant(s). A certified copy of the death
deceased certificate must accompany the request.
</TABLE>

Signature Guarantee

The LifePoints Funds reserve the right to require a signature guarantee
under certain circumstances. A signature guarantee verifies the authenticity
of your signature. You should be able to obtain a signature guarantee from a
bank, broker, credit union, savings association, clearing agency or securities
exchange or association, but not a notary public. Call your financial
institution to see if it has the ability to guarantee a signature.

ACCOUNT POLICIES

Third Party Transactions

If you purchase LifePoints Fund Shares as part of a program of services
offered by a Financial Intermediary, you may be required to pay additional
fees. You should contact your Financial Intermediary for information
concerning what additional fees, if any, may be charged.

Redemption In-Kind

A Fund may pay for any portion of the redemption amount in excess of
$250,000 by a distribution in-kind of securities from the Fund's portfolio,
instead of in cash. If you receive an in-kind distribution of portfolio
securities, and choose to sell them, you will incur brokerage charges.

38
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the
LifePoints Funds' financial performance for the periods shown. Certain
information reflects financial results for a single LifePoints Fund Class E
Share throughout each year or period ended December 31. The total returns in
the table represent how much your investment in a LifePoints Fund would have
increased (or decreased) during each period, assuming reinvestment of all
dividends and distributions. This information has been audited by
PricewaterhouseCoopers LLP, whose report, along with the LifePoints Funds'
financial statements, are included in the Funds' annual report, which is
available upon request. This Prospectus offers Class C Shares of the
LifePoints Funds. However, because no Class C Shares of those Funds were
outstanding during the periods shown, the information presented reflects the
Class E Shares of each Fund. Class C Shares are subject to a 12b-1 fee, so the
expenses of the Class C Shares will be more than the Class E expenses stated
below.

Equity Aggressive Strategy Fund+--Class E

<TABLE>
<CAPTION>
1998 1997*
------- ------
<S> <C> <C>
Net Asset Value, Beginning of Period........................... $ 8.83 $10.00
------- ------
Income From Investment Operations:
Net investment income (d).................................... .03 .09
Net realized and unrealized gain (loss) on investments....... 1.18 (.33)
------- ------
Total Income From Investment Operations.................... 1.21 (.24)
------- ------
Less Distributions:
Net investment income........................................ (.19) (.33)
Net realized gain on investments............................. (.05) (.60)
------- ------
Total Distributions........................................ (.24) (.93)
------- ------
Net Asset Value, End of Period................................. $ 9.80 $ 8.83
======= ======
Total Return (%)(a)............................................ 13.75 (2.42)
Ratios/Supplemental Data:
Net Assets, end of period ($000 omitted)..................... 91,459 2,985
Ratios of average net assets (%):
Operating expenses, net (b)................................. .25 .25
Operating expenses, gross (c)............................... .62 3.58
Net investment income (c)................................... .28 .45
Portfolio turnover rate (%)(b)............................... 73.95 48.30
</TABLE>
- ---------------------
+ Prior to May 1, 1999, this Fund was known as the Equity Balanced Strategy
Fund.
* For the period September 30, 1997 (commencement of operations) to December
31, 1997.
(a) Periods less than one year are not annualized.
(b) The ratios for the period September 30, 1997 (commencement of operations)
to December 31, 1997, are annualized.
(c) The ratio for the period ended December 31, 1997, has not been annualized
due to the Fund's short period of operation.
(d) For the period ended December 31, 1998, average month-end shares
outstanding were used for this calculation.

39
<PAGE>

Aggressive Strategy Fund--Class E

<TABLE>
<CAPTION>
1998 1997*
------- ------
<S> <C> <C>
Net Asset Value, Beginning of Period........................... $ 9.14 $10.00
------- ------
Income From Investment Operations:
Net investment income (d).................................... .19 .10
Net realized and unrealized gain (loss) on investments....... .87 (.11)
------- ------
Total Income From Investment Operations.................... 1.06 (.01)
------- ------
Less Distributions:
Net investment income........................................ (.25) (.31)
Net realized gain on investments............................. (.01) (.54)
------- ------
Total Distributions........................................ (.26) (.85)
------- ------
Net Asset Value, End of Period................................. $ 9.94 $ 9.14
======= ======
Total Return (%)(a)............................................ 11.69 (.19)
Ratios/Supplemental Data:
Net Assets, end of period ($000 omitted)..................... 62,188 5,307
Ratios of average net assets (%):
Operating expenses, net (b)................................. .25 .25
Operating expenses, gross (c)............................... .66 2.88
Net investment income (c)................................... 1.88 .97
Portfolio turnover rate (%)(b)............................... 93.08 56.88
</TABLE>
- ---------------------
* For the period September 16, 1997 (commencement of operations) to December
31, 1997.
(a) Periods less than one year are not annualized.
(b) The ratios for the period September 16, 1997, (commencement of operations)
to December 31, 1997, are annualized.
(c) The ratio for the period ended December 31, 1997, has not been annualized
due to the Fund's short period of operation.
(d) For the period ended December 31, 1998, average month-end shares
outstanding were used for this calculation.

40
<PAGE>

Balanced Strategy Fund--Class E

<TABLE>
<CAPTION>
1998 1997
-------- ------
<S> <C> <C>
Net Asset Value, Beginning of Period.......................... $ 9.46 $10.00
-------- ------
Income From Investment Operations:
Net investment income (d)................................... .31 .09
Net realized and unrealized gain (loss) on investments...... .78 .02
-------- ------
Total Income From Investment Operations................... 1.09 .11
-------- ------
Less Distributions:
Net investment income....................................... (.40) (.24)
Net realized gain on investments............................ (.03) (.41)
-------- ------
Total Distributions....................................... (.43) (.65)
-------- ------
Net Asset Value, End of Period................................ $ 10.12 $ 9.46
======== ======
Total Return (%)(a)........................................... 11.66 1.04
Ratios/Supplemental Data:
Net Assets, end of period ($000 omitted).................... 161,108 3,554
Ratios of average net assets (%):
Operating expenses, net (b)................................ .25 .25
Operating expenses, gross (c).............................. .61 4.03
Net investment income (c).................................. 3.05 1.30
Portfolio turnover rate (%)(b).............................. 78.85 29.58
</TABLE>
- ---------------------
* For the period September 16, 1997 (commencement of operations) to December
31, 1997.
(a) Periods less than one year are not annualized.
(b) The ratios for the period September 16, 1997 (commencement of operations)
to December 31, 1997, are annualized.
(c) The ratio for the period ended December 31, 1997, has not been annualized
due to the Fund's short period of operation.
(d) For the period ended December 31, 1998, average month-end shares
outstanding were used for this calculation.

41
<PAGE>

Moderate Strategy Fund--Class E

<TABLE>
<CAPTION>
1998 1997*
------ ------
<S> <C> <C>
Net Asset Value, Beginning of Period............................ $ 9.61 $10.00
------ ------
Income From Investment Operations:
Net investment income (e)..................................... .39 .07
Net realized and unrealized gain (loss) on investments........ .57 (.08)
------ ------
Total Income From Investment Operations..................... .96 (.01)
------ ------
Less Distributions:
Net investment income......................................... (.41) (.14)
Net realized gain on investments.............................. (.01) (.24)
------ ------
Total Distributions......................................... (.42) (.38)
------ ------
Net Asset Value, End of Period.................................. $10.15 $ 9.61
====== ======
Total Return (%)(a)............................................. 10.19 (.06)
Ratios/Supplemental Data:
Net Assets, end of period ($000 omitted)...................... 18,573 385
Ratios of average net assets (%):
Operating expenses, net (b).................................. .25 .25
Operating expenses, gross (c)................................ .94 --
Net investment income (d).................................... 3.71 1.01
Portfolio turnover rate (%)(b)................................ 175.58 9.66
</TABLE>
- ---------------------
* For the period October 2, 1997 (commencement of operations) to December 31,
1997.
(a) Periods less than one year are not annualized.
(b) The ratios for the period October 2, 1997 (commencement of operations) to
December 31, 1997, are annualized.
(c) The ratio for the period ended December 31, 1997, is not meaningful due to
the Fund's short period of operation.
(d) The ratio for the period ended December 31, 1997, has not been annualized
due to the Fund's short period of operation.
(e) For the period ended December 31, 1998, average month-end shares
outstanding were used for this calculation.

42
<PAGE>

Conservative Strategy Fund--Class E

<TABLE>
<CAPTION>
1998 1997*
------ ------
<S> <C> <C>
Net Asset Value, Beginning of Period............................ $ 9.88 $10.00
------ ------
Income From Investment Operations:
Net investment income (e)..................................... .46 .07
Net realized and unrealized gain (loss) on investments........ .29 .07
------ ------
Total Income From Investment Operations..................... .75 .14
------ ------
Less Distributions:
Net investment income......................................... (.39) (.10)
Net realized gain on investments.............................. -- (.16)
------ ------
Total Distributions......................................... (.39) (.26)
------ ------
Net Asset Value, End of Period.................................. $10.24 $ 9.88
====== ======
Total Return (%)(a)............................................. 7.70 1.36
Ratios/Supplemental Data:
Net Assets, end of period ($000 omitted)...................... 4,411 23
Ratios of average net assets (%):
Operating expenses, net (b).................................. .25 .25
Operating expenses, gross (c)................................ 2.50 --
Net investment income (d).................................... 4.41 .67
Portfolio turnover rate (%)(b)................................ 169.79 0.00
</TABLE>
- ---------------------
* For the period November 7, 1997 (commencement of operations) to December
31, 1997.
(a) Periods less than one year are not annualized.
(b) The ratios for the period November 7, 1997 (commencement of operations) to
December 31, 1997 are annualized.
(c) The ratio for the period ended December 31, 1997 is not meaningful due to
the Fund's short period of operation.
(d) The ratio for the period ended December 31, 1997 has not been annualized
due to the Fund's short period of operation.
(e) For the period ended December 31, 1998, average month-end shares
outstanding were used for the calculation.

43
<PAGE>

MONEY MANAGER INFORMATION

The money managers have no affiliations with the LifePoints Funds or the
LifePoints Funds' service providers other than their management of Underlying
Fund assets. Each money manager has been in business for at least three years,
and is principally engaged in managing institutional investment accounts.
These managers may also serve as managers or advisers to other Funds in FRIC,
or to other clients of Russell, including its wholly owned subsidiary, Frank
Russell Trust Company.

This section identifies the money managers for the Underlying Funds in which
the LifePoints Funds invest.

DIVERSIFIED EQUITY FUND

Alliance Capital Management L.P., US Bank Place, 601 2nd Ave. South, Suite
5000, Minneapolis, MN 55402-4322.

Barclays Global Fund Advisors N.A., 45 Fremont Street, San Francisco, CA
94105.

Equinox Capital Management, Inc., 590 Madison Avenue, 41st Floor, New York,
NY 10022.

Jacobs Levy Equity Management, Inc., 280 Corporate Center, 3 ADP Boulevard,
Roseland, NJ 07068.

Lincoln Capital Management Company, 200 South Wacker Drive, Suite 2100,
Chicago, IL 60606.

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

Peachtree Asset Management, One Peachtree Center, Suite 4500, 303 Peachtree
Street N.E., Atlanta, GA 30308.

Sanford C. Bernstein & Co., Inc., 767 Fifth Avenue, 21st Floor, New York,
NY 10153.

Suffolk Capital Management, Inc., 1633 Broadway, 40th Floor, New York, NY
10107.

Trinity Investment Management Corporation, 75 Park Plaza, Boston, MA 02116.

SPECIAL GROWTH FUND

Delphi Management, Inc., 50 Rowes Wharf, Suite 440, Boston, MA 02110.

Fiduciary International, Inc., 2 World Trade Center, New York, NY 10048.

GlobeFlex Capital, L.P., 4365 Executive Drive, Suite 720, San Diego, CA
92121.

Jacobs Levy Equity Management, Inc., 280 Corporate Center, 3 ADP Boulevard,
Roseland, NJ 07068.

Sirach Capital Management, Inc., One Union Square, Suite 3323, 600 Union
Street, Seattle, WA 98101.

Wellington Management Company LLP, 75 State Street, Boston, MA 02109.

Westpeak Investment Advisors, L.P. 1011 Walnut Street, Suite 400, Boulder,
CO 80302.

44
<PAGE>

QUANTITATIVE EQUITY FUND

Barclays Global Fund Advisors. See: Diversified Equity Fund.

Franklin Portfolio Associates LLC, Two International Place, 22nd Floor,
Boston, MA 02110-4104.

J.P. Morgan Investment Management, Inc., 522 Fifth Ave., 6th Floor, New
York, NY 10036.

Jacobs Levy Equity Management, Inc., 280 Corporate Center, 3 ADP Boulevard,
Roseland, NJ 07068.

INTERNATIONAL SECURITIES FUND

Delaware International Advisers Limited, 80 Cheapside, 3rd Floor, London
EC2V6EE England.

Fidelity Management Trust Company, 82 Devonshire Street, Boston, MA, 02109.

J.P. Morgan Investment Management, Inc. See: Quantitative Equity Fund.

Mastholm Asset Management, LLC, 10500 N.E. 8th Street, Suite 660, Bellevue,
WA 98004.

Montgomery Asset Management, LLC, 101 California Street, San Francisco, CA
94111.

Oechsle International Advisors, LLC, One International Place, 23rd Floor,
Boston, MA 02110.

Sanford C. Bernstein & Co., Inc. See: Diversified Equity Fund.

The Boston Company Asset Management, Inc., One Boston Place, 14th Floor,
Boston, MA 02108-4402.

EMERGING MARKETS FUND

Foreign & Colonial Emerging Markets Limited, Exchange House, Primrose
Street, London, England EC2A 2NY.

Genesis Asset Managers, Ltd., 21 Knights Bridge, London, SW1X 7LY England.

J.P. Morgan Investment Management Inc. See: Quantitative Equity Fund.

Montgomery Asset Management LLC. See: International Securities Fund.

Nicholas-Applegate Capital Management, 600 W. Broadway 32nd Fl. San Diego,
CA 92101.

Sanford C. Burstein & Co. Inc. See: Diversified Equity.

Schrodes Capital Management International Limited, 31 Greshmon Street,
London, UK EC2V 7QA.

45
<PAGE>

REAL ESTATE SECURITIES FUND

Cohen & Steers Capital Management, 757 Third Avenue, New York, NY 10017.

AEW Capital Management, L.P., 225 Franklin Street, Boston, MA 02110-2803.

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.

MULTISTRATEGY BOND FUND

Credit Suisse Asset Management, One Citicorp Center, 153 East 53rd Street,
58th Floor, New York, NY 10022.

Pacific Investment Management Company. See: Diversified Bond Fund.

Standish, Ayer & Wood, Inc. See: Diversified Bond Fund.

SHORT TERM BOND FUND

BlackRock Financial Management, 345 Park Ave., 29th Floor, New York, NY
10154.

Standish, Ayer & Wood, Inc. See: Diversified Bond Fund.

STW Fixed Income Management Ltd., 26 Victoria Street, 3rd Floor, P.O. Box
2910 Hamilton HM KX, Bermuda.

IN CONSIDERING INVESTMENT IN THE LIFEPOINTS FUNDS, DO NOT RELY ON ANY
INFORMATION UNLESS IT IS CONTAINED IN THIS PROSPECTUS OR IN THE LIFEPOINTS
FUNDS' STATEMENT OF ADDITIONAL INFORMATION. THE LIFEPOINTS FUNDS HAVE NOT
AUTHORIZED ANYONE TO ADD ANY INFORMATION OR TO MAKE ANY ADDITIONAL STATEMENTS
ABOUT THE LIFEPOINTS FUNDS. THE LIFEPOINTS FUNDS MAY NOT BE AVAILABLE IN SOME
JURISDICTIONS OR TO SOME PERSONS. THE FACT THAT YOU HAVE RECEIVED THIS
PROSPECTUS SHOULD NOT, IN ITSELF, BE TREATED AS AN OFFER TO SELL LIFEPOINTS
FUND SHARES TO YOU. CHANGES IN THE AFFAIRS OF THE LIFEPOINTS FUNDS OR IN THE
UNDERLYING FUNDS' MONEY MANAGERS MAY OCCUR AFTER THE DATE ON THE COVER PAGE OF
THIS PROSPECTUS. THIS PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED TO REFLECT
ANY MATERIAL CHANGES TO THE INFORMATION IT CONTAINS.

46
<PAGE>

For more information about the LifePoints Funds, the following documents are
available without charge:

Annual/Semiannual Reports: Additional information about the LifePoints Funds'
investments is available in the LifePoints Funds' annual and semiannual reports
to shareholders. In each LifePoints Fund's annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the LifePoints Fund's performance during its last fiscal year.

Statement of Additional Information (SAI): The SAI provides more
detailed information about the LifePoints Funds.

The annual report for each LifePoints Fund and the SAI are incorporated into
this Prospectus by reference. You may obtain free copies of the reports and the
SAI, and may request other information, by contacting your Financial
Intermediary or the LifePoints Funds at:

Frank Russell Investment Company
909 A Street
Tacoma, WA 98402
Telephone: 1-800-787-7354
Fax: 253-591-3495
Internet: http://www.russell.com
----------------------

You can review and copy information about the LifePoints Funds (including the
SAI) at the Securities and Exchange Commission's Public Reference Room in
Washington, D.C. You can obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. You can obtain
copies of this information upon paying a duplicating fee by writing to the
Public Reference Section of the Commission, Washington, D.C. 20549-6009. Reports
and other information about the LifePoints Funds are also available on the
Commission's Internet website at http://www.sec.gov.

FRANK RUSSELL INVESTMENT COMPANY
Distributor: Russell Fund
Distributors, Inc.
SEC File No. 811-3153
36-08-058 (5/99
Class C Shares:

Equity Aggressive Strategy Fund
Aggressive Strategy Fund
Balanced Strategy Fund
Moderate Strategy Fund
Conservative Strategy Fund