SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 45 X
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and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
--
Amendment No. 45
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FRANK RUSSELL INVESTMENT COMPANY
(Exact Name of Registrant as Specified in Charter)
909 A Street, Tacoma, Washington 98402
(Address of Principal Executive Office) (ZIP Code)
Registrant's Telephone Number, including area code: 253/627-7001
Gregory J. Lyons, Associate General Counsel
Frank Russell Investment Company
909 A Street, Tacoma, Washington 98402 253/596-2406
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(Name and Address of Agent for Service)
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Steven M. Felsenstein, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103 215/564-8074
Approximate date of commencement of proposed sale to the public: As soon as
practical after the effective date of the Registration Statement.
It is proposed that this filing will become effective (check appropriate
box)
/_/ immediately upon filing pursuant to paragraph (b).
/X/ on NOVEMBER 30, 1999 pursuant to paragraph (b).
/_/ 60 days after filing pursuant to paragraph (a)(1).
/_/ on (date) pursuant to paragraph (a)(1).
/_/ 75 days after filing pursuant to paragraph (a)(2).
/_/ on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
/X/ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
This Post-Effective Amendment No. 45/45 designates a new effective date of
November 30, 1999. Parts A and B to this Registration Statement on Form
N-1A are hereby incorporated herein by reference to Post-Effective
Amendment No. 44/44 to the Registrant's Registration Statement on Form
N-1A, as electronically filed via the Securities and Exchange Commission's
EDGAR system on September 2, 1999.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
(a) Articles of Incorporation.
(1) Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(a) filed under
Post-Effective Amendment No. 32).
a. Amendments.
(1) 11/29/84 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(b)
filed under Post-Effective Amendment No. 32).
(2) 5/29/85 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(c)
filed under Post-Effective Amendment No. 32).
(3) 1/26/87 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(d)
filed under Post-Effective Amendment No. 32).
(4) 2/23/89 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(e)
filed under Post-Effective Amendment No. 32).
(5) 5/11/92 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(f)
filed under Post-Effective Amendment No. 32).
(6) 3/22/96 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(g)
filed under Post-Effective Amendment No. 32).
(7) 4/22/96 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(h)
filed under Post-Effective Amendment No. 33).
(8) 11/4/96 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(i)
filed under Post-Effective Amendment No. 36).
(9) 4/27/98 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(j)
filed under Post-Effective Amendment No. 40).
(10) 4/27/98 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(k)
filed under Post-Effective Amendment No. 40).
(11) 6/3/98 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(l)
filed under Post-Effective Amendment No. 40).
(12) 10/5/98 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(m)
filed under Post-Effective Amendment No. 41).
(13) 11/9/98 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 24(b)(1)(n)
filed under Post-Effective Amendment No. 41).
(14) 4/26/99 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 23(1)(o)
filed under Post-Effective Amendment No. 44).
(15) 6/28/99 Amendment to Master Trust Agreement.
(Incorporated by reference to Item 23(1)(p)
filed under Post-Effective Amendment No. 44).
(16) Form of 8/9/99 Amendment to Master Trust Agreement.
Re: Designations of Sub-Trusts and Classes
of Shares.
(Incorporated by reference to Item 23(1)(q) filed
under Post-Effective Amendment No. 44).
(17) Form of 8/9/99 Amendment to Master Trust Agreement.
Re: Renaming the Equity T Fund.
(Incorporated by reference to Item 23(1)(r) filed
under Post-Effective Amendment No. 44.)
(b) Bylaws.
(Incorporated by reference to Post-Effective Amendment No. 38).
(c) Instruments Defining Rights of Security Holders.
(1) Specimen Certificates of the:
Equity Aggressive Strategy Fund
Aggressive Strategy Fund
Balanced Strategy Fund
Conservative Strategy Fund
Moderate Strategy Fund
Tax-Managed Large Cap Fund
Tax-Managed Small Cap Fund
Tax-Managed Global Equity Fund
(To be filed by Amendment).
(2) Specimen Certificates of the:
Equity I Fund;
Equity II Fund;
Equity III Fund;
Fixed Income I Fund;
Fixed Income II Fund;
International Fund; and
Money Market Fund.
(Incorporated by reference to Item 24(b)(4)(a) filed under
Post-Effective Amendment No. 39).
(3) Specimen Certificates of the:
Diversified Equity Fund;
Special Growth Fund;
Equity Income Fund;
Diversified Bond Fund;
Volatility Constrained Bond Fund;
International Securities Fund;
Limited Volatility Tax Free Fund; and
U.S. Government Money Market Fund
(Incorporated by reference to Item 24(b)(4)(b) filed under
Post-Effective Amendment No. 39).
(4) Specimen Certificates of the:
` Quantitative Equity Fund;
Equity Q Fund; and
Tax Free Money Market Fund
(Incorporated by reference to Item 24(b)(4)(c) filed under
Post-Effective Amendment No. 39).
(5) Specimen Certificates of the:
Real Estate Securities Fund
(Incorporated by reference to Item 24(b)(4)(d) filed under
Post-Effective Amendment No. 39).
(d) Investment Advisory Contracts.
(1) Advisory Agreement with Frank Russell Investment Management
Company.
(Incorporated by reference to Item 24(b)(5)(a) filed under
Post-Effective Amendment No. 40).
(2) Advisory Agreement with Frank Russell Investment Management
Company dated January 1, 1999. (Incorporated by reference
to Post-Effective Amendment No. 42).
a. Letter Agreement adding:
Tax-Managed Equity Fund;
Aggressive Strategy Fund;
Tax-Managed Aggressive Strategy Fund;
Tax-Managed Balanced Strategy Fund;
Tax-Managed Moderate Strategy Fund;
Tax-Managed Conservative Strategy Fund; and
Tax-Managed Small Cap Fund
(To be filed by Amendment).
(3) Portfolio Management Contract, as amended, with Money
Managers and Frank Russell Investment Management Company
(Incorporated by reference to Post-Effective Amendment No.
43).
(4) Asset Management Services Agreements with Frank Russell
Investment Management Company.
a. General form re: Bank Trust Departments and with other
clients.
(Incorporated by reference to Item 24(b)(9)(b)
filed under Post-Effective Amendment No. 38).
b. General form re: its clients.
(Incorporated by reference to Item 24(b)(9)(c) filed
under Post-Effective Amendment No. 38).
c. General form Re: Private Investment Consulting clients.
(Incorporated by reference to Item 24(b)(9)(d) filed
under Post-Effective Amendment No. 38).
d. General form re: non-compete clause customers.
(Incorporated by reference to Item 24(b)(9)(f)
filed under Post-Effective Amendment No. 38).
(e) Underwriting Contracts.
(1) Distribution Agreement with Russell Fund Distributors, Inc.
dated January 1, 1999 due to change in control
(Incorporated by reference to Post-Effective Amendment
No. 42).
(f) Bonus or Profit Sharing Plans.
None.
(g) Custodian Agreements.
(1) Custodian Agreement with State Street Bank and Trust
Company.
(Incorporated by reference to Item 24(b)(8)(a)
filed under Post-Effective Amendment No. 38).
a. Letter Agreements Re: Portfolio Additions.
(1) Real Estate Securities Fund.
(Incorporated by reference to Item 24(b)(8)(b)
filed under Post-Effective Amendment No. 38).
(2) Fixed Income III Fund; and
Multistrategy Bond Fund.
(Incorporated by reference to Item 24(b)(8)(c)
filed under Post-Effective Amendment No. 38).
(3) Emerging Markets Fund.
(Incorporated by reference to Item 24(b)(8)(d)
filed under Post-Effective Amendment No. 38).
(4) Equity T Fund.
(Incorporated by reference to Item 24(b)(8)(l)
filed under Post-Effective Amendment No. 32).
(5) Aggressive Strategy Fund;
Balanced Strategy Fund;
Moderate Strategy Fund;
Conservative Strategy Fund; and
Equity Balanced Strategy Fund.
(Incorporated by reference to Item 24(b)(8)(m)
filed under Post-Effective Amendment No. 36).
(6) Tax-Managed Equity Fund;
Aggressive Strategy Fund;
Tax-Managed Aggressive Strategy Fund;
Tax-Managed Balanced Strategy Fund;
Tax-Managed Moderate Strategy Fund;
Tax-Managed Conservative Strategy Fund; and
Tax-Managed Small Cap Fund.
(To be filed by Amendment).
b. Amendments.
(1) Amendment No. 1 amending Section 3.5.
(Incorporated by reference to Item 24(b)(8)(e)
filed under Post-Effective Amendment No. 38).
(2) Amendment of Sections 2.2 and 2.7.
(To be filed by Amendment).
(3) Amendment of Section 2.7.
(Incorporated by reference to Item 24(b)(8)(g)
filed under Post-Effective Amendment No. 38).
(4) Amendment re: the addition of Omnibus accounts.
(Incorporated by reference to Item 24(b)(8)(i)
filed under Post-Effective Amendment No. 32).
c. Amendments to the Fee Schedule.
(1) Amendment re: Fee Schedule.
(Incorporated by reference to Item 24(b)(8)(h)
filed under Post-Effective Amendment No. 38).
(2) Amendment re: changes to Section 7 for all Funds
except the Emerging Markets Fund.
(Incorporated by reference to Item 24(b)(8)(j)
filed under Post-Effective Amendment No. 32).
(3) Amendment re: changes to Section 7 for the
Emerging Markets Fund.
(Incorporated by reference to Item 24(b)(8)(k)
filed under Post-Effective Amendment No. 32).
(h) Other Material Contracts.
(1) Service Agreement.
Service Agreement with Frank Russell Company and Frank
Russell Investment Management Company.
(Incorporated by reference to Item 24(b)(5)(b)(1) filed
under Post-Effective Amendment No. 38).
a. Letter Agreements Re: Addition of Portfolios.
(1) Real Estate Securities Fund.
(Incorporated by reference to Item 24(b)(5)(b)(2)
filed under Post-Effective Amendment No. 38).
(2) Fixed Income III Fund;
Multistrategy Bond Fund; and
Emerging Markets Fund.
(Incorporated by reference to Item 24(b)(5)(b)(4)
filed under Post-Effective Amendment No. 38).
(3) Equity T Fund.
(Incorporated by reference to Item 24(b)(5)(b)(6)
filed under Post-Effective Amendment No. 32).
b. Amendments.
(1) Amendment No. 1 re: changing services and fees
(Incorporated by reference to Item 24(b)(5)(b)(3)
filed under Post-Effective Amendment No. 38).
(2) Amendment No. 2 re: amending Section 4.
(Incorporated by reference to Item 24(b)(5)(b)(5)
filed under Post-Effective Amendment No. 32).
(2) Transfer Agency Agreement.
a. Transfer Agency Agreement with Frank Russell Investment
Management Company.
(Incorporated by reference to Item 24(b)(9)(a)(1) filed
under Post-Effective Amendment No. 38).
b. Letter Agreements Re: Addition of Portfolios.
(1) Real Estate Securities Fund.
(Incorporated by reference to Item 24(b)(9)(a)(2)
filed under Post-Effective Amendment No. 38).
(2) Fixed III Income Fund;
Multistrategy Bond Fund; and
Emerging Markets Fund.
(Incorporated by reference to Item 24(b)(9)(a)(3)
filed under Post-Effective Amendment No. 38).
(3) Equity T Fund.
(Incorporated by reference to Item 24(b)(9)(a)(5)
filed under Post-Effective Amendment No. 32).
(4) Aggressive Strategy Fund;
Balanced Strategy Fund;
Moderate Strategy Fund;
Conservative Strategy Fund; and
Equity Balanced Strategy Fund.
(Incorporated by reference to Item 24(b)(9)(a)(6)
filed under Post-Effective Amendment No. 36).
(5) Tax-Managed Equity Fund;
Aggressive Strategy Fund;
Tax-Managed Aggressive Strategy Fund;
Tax-Managed Balanced Strategy Fund;
Tax-Managed Moderate Strategy Fund;
Tax-Managed Conservative Strategy Fund; and
Tax-Managed Small Cap Fund.
(To be filed by Amendment).
c. Letter Agreements Re: Class Changes.
(1) Redesignating:
- Class C Shares as Class E Shares; and
- The existing shares of the Institutional
Funds as Class I Shares.
(Incorporated by reference to Post-Effective
Amendment No. 42).
(2) Redesignating:
- Premier Adviser Class Shares as
Premier Class Shares; and
- Premier Institutional Class Shares
as Class E Shares.
(Incorporated by reference to Post-Effective
Amendment No. 42).
d. Other Letter Agreements
(1) Amending Schedule A.
(Incorporated by reference to Item 24(b)(9)(a)(4)
filed under Post-Effective Amendment No. 32).
(2) Re: reimbursement for shareholder search expenses.
(To be filed by Amendment).
(3) Yield Calculation Services Agreement.
a. Letter Agreements Re: Addition of Portfolios.
(1) Aggressive Strategy Fund;
Balanced Strategy Fund;
Moderate Strategy Fund;
Conservative Strategy Fund; and
Equity Balanced Strategy Fund.
(Incorporated by reference to Item 24(b)
(5)(b)(8) filed under Post-Effective
Amendment No. 36).
(2) Tax-Managed Equity Aggressive Strategy Fund,
Tax-Managed Aggressive Strategy Fund,
Tax-Managed Balanced Strategy Fund,
Tax-Managed Moderate Strategy Fund,
Tax-Managed Conservative Strategy Fund; and
Tax-Managed Small Cap Fund.
(To be filed by Amendment).
b. Amendments.
(1) Amendment re: Redesignating:
- Class C Shares as Class E Shares; and
- The existing shares of Institutional Funds
to Class I Shares.
(Incorporated by reference to Post-Effective
Amendment No. 42).
(2) Amendment re: Redesignating:
- Premier Adviser Class Shares as Premier
Class Shares; and
- Premier Institutional Class Shares as
Class E Shares.
(Incorporated by reference to Post-Effective
Amendment No. 42).
(4) Administrative Agreement.
Administrative Agreement with Frank Russell
Investment Management Company dated January 1,
1999.
(Incorporated by reference to Post-Effective Amendment
No. 42).
a. Letter Agreements Re: Addition of Portfolios.
(1) Tax-Managed Equity Fund;
Aggressive Strategy Fund;
Tax-Managed Aggressive Strategy Fund;
Tax-Managed Balanced Strategy Fund;
Tax-Managed Moderate Strategy Fund;
Tax-Managed Conservative Strategy Fund; and
Tax-Managed Small Cap Fund.
(To be filed by Amendment).
(5) Other Agreements.
a. Letter Agreements regarding fee waivers &
reimbursements.
(Incorporated by reference to Post-Effective
Amendment No. 43).
(i) Legal Opinion.
a. Opinion of Counsel of Stradley, Ronon, Stevens & Young, LLP.
(Incorporated by reference to Post-Effective Amendment
No. 39).
b. Consent of Stradley, Ronon, Stevens, & Young, LLP dated
November 15, 1999 is filed herewith as Exhibit EX-99.B10.
(j) Other Opinions.
a. Consent of PriceWaterhouseCoopers LLP dated November 15,
1999 is filed herewith as Exhibit EX-99.B11.
(k) Omitted Financial Statements.
None.
(l) Initial Capital Agreements.
Agreement related to initial Capital provided by Frank Russell
Company.
(Incorporated by reference to Item 24(b)(13) filed
under Post-Effective Amendment No. 38).
(m) Rule 12b-1 Plan.
a. 12b-1 Plan.
Revised 12b-1 Distribution Financing Plan, including forms
of related agreements.
(To be filed by Amendment.)
b. Distribution Agreement.
Distribution Agreement with Russell Fund Distributors, Inc.
dated January 1, 1999.
(Incorporated by reference to Item 24(b)(6)(a)(1) filed
under Post-Effective Amendment No. 42).
(1) Letter Agreements Re: Portfolio Additions.
a. Real Estate Securities Fund.
(Incorporated by reference to Item 24(b)(6)
(a)(2) of Post-Effective Amendment No. 38.)
b. Fixed Income III Fund;
Multistrategy Bond Fund; and
Emerging Markets Fund.
(Incorporated by reference to Item 24(b)(6)(a)(3)
of Post-Effective Amendment No. 38).
c. Tax-Managed Equity Fund;
Aggressive Strategy Fund;
Tax-Managed Balanced Strategy Fund;
Tax-Managed Moderate Strategy Fund;
Tax-Managed Conservative Strategy Fund; and
Tax-Managed Small Cap Fund
(To be filed by Amendment.)
(2) Letter Agreements Re: Class Changes.
a. Redesignating:
- Class C Shares of Short Term Bond Fund; and
- Class C and E Shares of Tax Exempt Bond Fund.
(Incorporated by reference to Post-Effective
Amendment No. 42).
c. Revised Shareholder Servicing Plan.
(To be filed by Amendment).
(n) Rule 18f-3 Plan.
(To be filed by Amendment.)
(o) Other.
a. Power-of-Attorney.
(1) Limited Power of Attorney with respect to Amendments
to the SEC Registration Statements of Frank Russell
Investment Company of Frank Russell Investment
Company Trustees.
(Incorporated by reference to Item 24(b)(11)(b) filed
under Post Effective Amendment No. 38).
Item 24. Persons Controlled by or Under Common Control with Registrant.
None.
Item 25. Indemnification.
Incorporated by reference to Item 27 filed under Post-Effective
Amendment No. 6.
Item 26. Business and Other Connections of Investment Advisor.
See Registrant's prospectus sections "The Purpose of the
Fund--Multi-Style, Multi-Manager Diversification," "The Money
Managers", "Money Manager Profiles," and "Management of the Funds",
the Statement of Additional Information sections "Structure and
Governance--Trustees and Officers," and "Operation of Investment
Company--Consultant."
Item 27. Principal Underwriters.
(a) SSgA Funds.
(b) Russell Fund Distributors, Inc. is the principal underwriter of
the Registrant. The directors and officers of Russell Fund
Distributors, Inc., their principal business address, and
positions and offices with the Registrant and Russell Fund
Distributors, Inc. are set forth below:
<PAGE>
Name and Positions and Position and
Principal Business Officers with Offices with
Address Registrant Underwriter
George F. Russell, Jr. Trustee Emeritus, None
Chairman of the Board
Lynn L. Anderson Trustee, President, Director, Chairman of the
Chief Executive Board and Chief Executive
Officer Officer
Mark E. Swanson Treasurer and Chief None
Accounting Officer
Karl J. Ege Secretary and General Secretary and General
Counsel Counsel
Randall P. Lert Director of Director
Investments
J. David Griswold None Assistant Secretary and
Associate General Counsel
Gregory J. Lyons Assistant Secretary Assistant Secretary
and Associate General
Counsel
Deedra S. Walkey Assistant Secretary None
Amy Osler Assistant Secretary None
Rick J. Chase Assistant Treasurer None
Kimbery A. Stoll Assistant Treasurer None
Eric A. Russell None Director and President
B. James Rohrbacher None Director of Compliance
and Internal Audit, Chief
Compliance Officer
Linda L. Gutmann None Treasurer and Controller
Mary E. Hughs None Assistant Secretary
Carla L. Anderson None Assistant Secretary
John James None Assistant Secretary
Mary Beth Rhoden Assistant Secretary None
(c) Inapplicable.
Item 28. Location of Accounts and Records.
All accounts and records required to be maintained by section 31(a) of
the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained in the
following locations:
FRIC FRIMCo
Frank Russell Investment Company Frank Russell Investment
909 A Street Management Company
Tacoma, Washington 98402 909 A Street
Tacoma, Washington 98402
SS MM
State Street Bank & Trust Company Money Managers
1776 Heritage Drive JA4N See, Prospectus Section
North Quincy, Massachusetts 02171 "Money Manager Profiles"
for Names and Addresses
Rule 31a-1
(a) Records forming basis for financial statements - at
principal offices of SS, FRIC, FRIMCo, and MM for each
entity
(b) FRIC Records:
(1) SS - Journals, etc.
(2) SS - Ledgers, etc.
(3) Inapplicable
(4) FRIC - Corporate charter, etc.
(5) MM - Brokerage orders
(6) MM - Other portfolio purchase orders
(7) SS - Contractual commitments
(8) SS and FRIC - Trial balances
(9) MM - Reasons for brokerage allocations
(10) MM - Persons authorizing purchases and sales
(11) FRIC and MM - Files of advisory material
(12) ---
(c) Inapplicable
(d) FRIMCo - Broker-dealer records, to the extent applicable
(e) Inapplicable
(f) FRIMCo and MM - Investment adviser records
Item 29. Management Services.
None except as described in Parts A and B.
Item 30. Undertakings.
Registrant has elected to include its Management's discussion of Fund
performance required under N-1A, Item 5A in its annual report.
Registrant therefore undertakes to provide annual reports without
charge to any recipient of a Prospectus who requests the information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund certifies that it meets all of the
requirement for effectiveness of this Registration Statement under Rule 485(b)
under the Securities Act and has duly caused this Registration Statement to be
Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Tacoma and State of Washington, on this 12th day of
November, 1999.
FRANK RUSSELL INVESTMENT COMPANY
Fund
By: /S/ LYNN L. ANDERSON
Lynn L. Anderson*, Trustee and President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date(s) indicated.
Signatures Title Date
/S/ LYNN L. ANDERSON Trustee and President, November 12, 1999
Lynn L. Anderson* in his capacity as
Chief Executive Officer
/S/ MARK E. SWANSON Treasurer, in his capacity November 12, 1999
Mark E. Swanson as Chief Accounting Officer
/S/ PAUL E. ANDERSON Trustee November 12, 1999
Paul E. Anderson*
/S/ PAUL ANTON Trustee November 12, 1999
Paul Anton, PhD*
/S/ WILLIAM E. BAXTER Trustee November 12, 1999
William E. Baxter*
/S/ LEE C. GINGRICH Trustee November 12, 1999
Lee C. Gingrich*
/S/ ELEANOR W. PALMER Trustee November 12, 1999
Eleanor W. Palmer*
*By: /S/ GREGORY J. LYONS Assistant Secretary November 12, 1999
Gregory J. Lyons
* Original Powers of Attorney authorizing the President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary, and each of
them singly to sign this Amendment on behalf of each member of the Board of
Trustees of Frank Russell Investment Company which have been filed with the
Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
Name of Exhibit Exhibit Number
Consent of Stradley, Ronon, Stevens, & Young, LLP EX-99.B10.
Consent of PriceWaterhouseCoopers, LLP EX-99.B11.
<PAGE>
FRANK RUSSELL INVESTMENT COMPANY
FILE NO. 2-71299
FILE NO. 811-3153
EXHIBITS
Listed in Part C, Item 23
To Post-Effective Amendment No. 45
and Amendment No. 45
to
Registration Statement on Form N-1A
Under
Securities Act of 1933
and
Investment Company Act of 1940
Law Offices
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
Direct Dial: (215) 564-8074
November 15, 1999
Frank Russell Investment Company
909 A Street
Tacoma, Washington 98402
Re: Frank Russell Investment Company
Ladies and Gentlemen:
We have previously executed an opinion with respect to the legality of the
issuance of shares of the Trust. We hereby consent to the continued use of that
opinion as an exhibit to the Registration Statement of the Trust, covering the
registration of the shares of the Trust under the Securities Act of 1933, as
amended, and we further consent to any reference in the Registration Statement
of the Trust to the fact that this opinion concerning the legality of the issue
has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: /S/ STEVEN M. FELSENSTEIN
Steven M. Felsenstein, a Partner
To the Board of Trustees of Frank Russell Investment Company
We consent to the incorporation by reference in Post-Effective Amendment
No. 45 to the Registration Statement of Frank Russell Investment Company on Form
N-1A of our reports dated February 15, 1999, on our audits of the financial
statements and financial highlights of the Fund (comprised of Equity I Fund,
Equity II Fund, Equity III Fund, Equity Q Fund, International Fund, Emerging
Markets Fund, Fixed Income I Fund, Short Term Bond Fund (formerly Fixed Income
II Fund), Fixed Income III Fund, Money Market Fund, Diversified Equity Fund,
Special Growth Fund, Equity Income Fund, Quantitative Equity Fund, International
Securities Fund, Real Estate Securities Fund, Diversified Bond Fund, Tax Exempt
Bond Fund (formerly Limited Volatility Tax Free Fund), Multistrategy Bond Fund,
Volatility Constrained Bond Fund, U.S. Government Money Market Fund, Tax Free
Money Market Fund, Equity T Fund, LifePoints Equity Balanced Strategy Fund,
LifePoints Aggressive Strategy Fund, LifePoints Balanced Strategy Fund,
LifePoints Moderate Strategy Fund and LifePoints Conservative Strategy Fund)
which reports are included in the Annual Reports to the shareholders for the
year ended December 31, 1998, which are incorporated by reference in the
Registration Statement. We also consent to the references to our Firm under the
captions "Financial Highlights" and "Additional Information" in the Prospectus,
and "Independent Accountants" in the Statement of Additional Information.
/S/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Seattle, Washington
November 15, 1999
