SEC Division of Investment Management staff letter: Frank Russell Investment Management Company

oT.'.~~:. .

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
DIVISION OF

INVESTMENT MANAGEMENT
August 30, 1993

Thomas A. Early

Associate General Counsel

Frank Russell Investment Management Company

P.O. Box 1591

Tacoma, Washington 98401

Re: Item 5 (c) of Form N-1A

Dear Mr. Early:
This is in response to your letter of May 6, 1993,

supplemented by letters of May 28 and
June 2 from Deedra A. Smith

to Martha H. Platt of my office, in which Frank Russell

Investment Management Company (" FRIMCo") requests guidance in

responding to Item 5 (c) of Form N-1A.

According to your letters, FRIMCo is the investment adviser

to Frank Russell Investment Company,. an open-end management

investment company registered with the Commission under the

Company Act of 1940. FRIMCo selects sub-advisers (the

"Portfolio Managers") to make specific investments for the Fund IS

portfolios. Five FRIMCo employees a~e responsible for the review

of the twenty-two portfolios', and FRIMCo has the authority to

Investment
Managers and to terminate

Portfolio Managers. The Fund currently employs thirty-three

Portfolio Managers. .

reallocate assets among the Portfolio

Each portfolio is managed by a numer of Portfolio Managers,

with the exception of the Real Estate Securities Fund, which has

a single Portfolio Manager, and two of the money market funds,

which are managed solely by FRIMCo. FRIMCo requests assurance

that the staff would not recommend enforcement action to the

Securities and Exchange Commission if FRIMCo made Item 5 (c)

disclosure regarding the FRIMCo employees rather than the

individuals employed by the Portfolio Manager to make investments

for each portfolio.

Item 5 (c) requires disclosure about that person or those persons "who are primarily responsible for the day-to-day

management of the fund i s portfolio . .. " rour request raises

the question of how Item 5 (c) applies to a fund that operates with a multi-manager structure.

• 2
  We do not believe that the Commission contemplated a multi-

manager structure when it adopted Item 5 (c). A literal .

interpretation of the item's reference to "day-to-day management"

would suggest the naming of multiple portfolio managers, a result

that may be appropriate in some circumstances, but not in a

multi-manager structure such as you describe in your letter. An

investor in a fund holding itself out as a being managed by a

"manager of managers" is more likely to be interested in the

background and skill of those who manage the managers than in the

individuals being managed; if not, we assume that, if the

opportunity is available, the investor would direct his or her

assets directly to the individuals being managed by the manager.

Therefore, we believe that where a fund holds itself ,out as being managed by a manager of managers, (i.e., holds itself out

as being managed by more than one sub-adviser under the

supervision of the adviser), and in fact, significant management

functions are performed by the adviser, it may be appropriate to

conclude'that an individual (or individuals) employed by the

adviser, rather than the sub-advisers, is (are) responsible for

day-to-day management of the fund and should be named as the

'portfolio manager (s) .1 Significant management functions would

include, at a minimum, regular review of the perforrance of the

sub-advisers by an adviser pavirig the authority to discharge the

sub-advisers and periodically reallocating assets among the sub-

advisers based on the changing market. perceptions of the adviser

(~, reallocation from a sub-adviser managing equities to one

managing bonds) or the performnce of the sub-adviser.

Based on FRIMCo' s representations in its prospectußes and in

your, letters to 'us regarding the allocation of management

responsibility betwßen FRIMCo and non-FRIMCo portfolio managers,

we believe that it would be sufficient for FRIMCo to make Item

5 (c) disclosure regarding the following:
the FRIMCo employee (s). responsible for overseeing the

Portfolio Managers for those portfolios with more than

one Portfolio Manager;

the individual (s) employed by the Portfolio Manager for

portfolios managed by a single Portfolio Manager; and

We would not take the same position, however, with respect

to a fund with a multi-manager structure under which the

adviser managed the portfolio management activities of sub-

advisers through a committee structure because no portfolio manger would be named. See Instruction 2 to Item 5 (c) . 1

• 3
  the FRI~Co employees for portfolios managed only by

FRIMCo.
Sincerely, ÛdP~

Robert E. Plaze

Assistant Director

While FRIMCo employees manage the Money Market and U. S Government Money Market Portfolios, we do not expect that

the fund will identify these FRIMCo employee (s) because

money market funds are exempt from Item 5 (c) .
2

. ,
Frank Russell Investment
Management Company
P.. Bo 1591

Tacoma. Washington 98401
Fax 20.596.2497 RLCD S.E.C. 206.6mo1
Plse refer to: Tl A. Early Tacoma Sydney
0I Une: ~240 London Toky lel DetFax: ~4 MAY .7 1993 New York Toronto May 6, 1993 ala VIA OVERNIGHT COURIER Thomas S. Haran Item 5(c) to Form N-IA, Adopted Chef Counsel Pursuant to Release No. 33-6988 Ofce of the Chief Counsel Division of Investment Management Secunties and Exchange Commssion Mail Stop 10-6 '4ft -'.' :r CA oj /9l.O 450 Fifth Street, N.W. SECON . 9i ( £, ) . Washigton, DC 20549 RULE PUC Re: Frank Russell Investment Company AVAIIL 75/3.0/'3 , I File No. 33-71299 Dear Mr. Haran:
On behal of Frank Russell Investment Company, I respecy request that you advise me

that the Sta of the Securties and Exchange Commssion wi not recommerid

enforcement action to the Commssion if Fran Russell Investment Company makes the disclosure descrbe in the attched no-action request in response to Item 5(c) of Form N-1A.

.In accordance with Securties Act Release No. 6269 (December 5, 1980), I am submittg an original and seven copies of the request letter.. Please indicate your receipt of these letters by date-stamping the extia copy of this cover letter and the attched request letter and retug them in the enclosed self-addressed, stamped envelope. If you have any questions concerng this matter, please do not hesitate to contact me at (206) 596-2406 or Deeda Smith at (206) 591-3537. Sincerely, ~~. &. Thomas A. Early Associate General Counsel Chief Financial Services Counsel cc: Karl J. Ege, Esq.

James T. Fir, Esq.

Deeda A. Smith, Esq.
Margaret L. Barclay
1:\WORDDATA\TAEICRRIMAF10303.L TR 05093:08:31

lb. Rusel

. . , .

Frank Russell Investment ..
Management Company
P.. Box 1591

Tacoma. Washington 98401
Fax 206-596.2497
206.6mo1
Plse refer to: Thas A. Early
Tacoma Sydney
Dir Une: 20592406
London Toky
Lel Det Fax: 205984 New York Toronto
May 6, 1993
VIA OVERNIGHT COURIER
Thomas S. Haran Item 5(c) to Form N-IA, Adopted Chef' Counsel Pursuant to Release No. 33-6988 Office of the Chief Counsel Division of Investment Management Securties and Exchange Commssion Mail Stop 10-6

450,Fifth Street, N.W.

Washington, DC 20549

Re: Frank Russell Investment Company

File No. 33-71299
Deai Mr. Haran:
On behal of Fran Russell Investment Company (the "Fund"), we respectfy request a

letter from the Sta ("Sta') of the Securties and Exchange Commssion ("Commssion") statig that the Sta wi not recommend any enforcement action to the Commssion if

after July 1, 1993, the Fund makes the disclosures descrbed herein with respect to any of its curent or futue Portolios, as defied below, in response to Item 5(c) of Form N-1A. In á recent telephone cal, Brian P. Kidelan of Stradley, Ronon, Stevens & Young, counsel to the Fund, discussed Release No. 33-6988 (Apri 6, 1993) (the "Adopting Release") with Robert Plaz of theSEC Staff and was inormed that the Staff considered comment letters from funds, such as the Fund, which may be unquely impacted. by the Adopting Release, but that the Sta decided to address the concerns of such funds on a case-by-case basis rather than in the context of a generic release) We understand from this telephone conversation that a no-:action request on behal of the Fund is the appropriate approach to address the Fund's concerns. BACKGROUND The Fund is a diversifed open-end management investment company established as a Massachusetts business trst and registered with the Commssion under the Investment Company Act of 1940 (the "1940 Act"). The Fund's Declaration of Trust perßUts the IFrank Russell Investment Management Company submitted on behalf of the Fund a comment letter dated March 9, 1990, to Jonathan G. Katz with respect to the proposing release, Release No. 33-6850 (Januar 8, 1990). I:\WORDDA TA\TAE\ORRIMAF1 0303.l TR 05093:08:31 Jh.Russel

Thomas S. Haran
May 6, i 993

Fund to offer separate series of unts of beneficial interest ("Shares"). Each Share of each series represents an equal proportonate interest in that series with each other Share of that series. The Fund curently has established 22 series: Equity I, Equity II, Equity il, Equity Q, International, Emerging Markets, Fixed Income I, Fixed Income II, Fixed Income il, Money Market, Diversified Equity, Speial Growth, Equity Income, Quantitative Equity, Intemational Securties, Rea Estate Securties, Diversified Bond, Volatity Constraied Bond, Multistrategy Bond, Limte Volatity Tax Free, U.S. Governent Money Market and Tax Free Money Market (collectively, "the Portolios"). The Fund's distrbutor is Russell Fund Distrbutors, Inc., a wholly-owned subsidiar of Fran Russell Investment Management Company ("FRCo"), which is in tu a wholly-

owned subsidiar of Fran Russell Company ("Frank Russell").
The Fund is strctued and operates in a manner which diers from that of a conventional registered investment company. Rather than operate with a single investment adviser, the Fund employs multiple advisers. It is this unconventional, multiple manager strcture which causes us to ask for the Stafs concurence in our interpretation of Item 5( c) of Form N-1A, which was recently added by the Commssion in the Adoptig Release. . - FRICo ~s the Fund's investment adviser within the meag of Section 2(a)(20) of the i 940 Act, and provides the Fund, pursuant to a wrtten advisory agreement, with the management and admitrtive servces necessar for a registered investment company to operate on an ongoing basis. FRCo's services include the evaluation, selection (subject to the approval of the Fund trstees, includig a majority of the Fund's disinterested trstees) and monitorig of investment advisers which make the specifc portolio investments for each of the Portolios (collectively: "the Portolio Managers"). FRCo enters into a sub-advisory' agreement (subject to the approval of the Fund trstees,

including a majority of the Fund's disintereste trstees) with each Portfolio Manager'. Curently, FRCo has engaged on behal of the Fund 332 individual Portolio Managers, each of which has discretionary authority to invest the assets of a porton of a parcular .

Portolio. The Portolio Managers are selecte by FRCo based priary upon the research and recommendations of Frank Russell, which evaluates, qualtatively and quantitatively, Portolio Managers' sks and investment results in managig assets for specifc asset classes, investment styles and strategies. Short-term investment

performance, by itslf, is not a controllng factor in selectig or termatig a Portolio Manager. FRCo sets the Portolio's investment strategies, and guides and directs the Portolio Manager to assure compliance with the Portolio's investment objectives, policies and restrctions. For brief periods of tie in connection with Portolio Manager changes, FRCo may exercise specifc investment discretion (i.e., individual Portolio securties selection) responsibilty for one or more of the Portfolios. FRCo is also authorized to 226 of the Portolio Managers manage one or more Portolios in one or more prospectus. 1:IWORDDATAITAE\CORRlAF1030.L TR 05093:08:31 Jh.Russell

Thomas S. Haran
May 6, 1993
(i) exercise investment discretion or select a Portolio Manager to exercise Í1vestment discetion for Portolio assets assigned to a "liquidity PQrtolio" which is used to create

temporary an equity exposure for cash balances unti those balances are investe; and (ü) exercise investment discretion for "qualty core portolios" which are used to control a

Portolio's aggregate risk and adhere more closely to a Portolio's investment objectives, restrctions and policies. FRCo curently exercises investment discretion with respect

to the'liquidity portolio but not with respect to qualty core portolios. FRCo also has develope an intemal investment sta to advise and invest assets of the Money Market and U.S. Governent Money Market Portolios. The Fund's unconventional strcture and method of operation results in the Fund's shareholders being substatialy uninterested in detaed information about the Portolio Managers. When a shareholder decides to invest in à Portolio, he or she has made a decision to rely upon FRCo's expertse to evaluate, select and monitor the Portolio Managers. Shareholders expect and rely upon FRICo to monitor changes in the Portolio Managers, includig changes in' key personnel, and to reta or termate the .

Portolio Ntanager as necessar.
Consistent with the multiple manager structure of the Fund, the. Fund believes that the additional dÍsclosure required by Item 5(c) with respect to al persons who are "priy responsible for the day-to-day maagement of the fud's portolio," should be given with respect to FRCo employees who make such a priar contrbution. Shareholders have selecte FRCo to evaluate, select and monitor the Portolio Managers and new

disclosure in response to Item 5(c) should inorm shareholders which FRCo employees are priary responsible for these tasks. The Fund does not believe that the purose of Item 5(c) wi be signcantly advanced by providing such additional disclosure with

respect to Portolio Manager employees. In addition, as descrbe in more detal below, disclosure about Portolio Manager employees would be very lengthy (which would tend to obscure disclosure which is importnt to shareholders) and would be quite expensive,

which agai would be a detrent to shareholders since these signcant costs would adversely afect the performance of the Portolios. DISCUSSION The AdoDtini: Release and New Item 5( c) In the Adopting Release, the Commssion adopted rule and form amendments under the Securities Act of 1933 and the Investment Company Act of 1940 to improve disclosure of the performance of open-end management investment companies in their prospectuses and annual reports to shareholders. One of the changes adopted by the Commssion was an amendment to Form N-IA to add new Item 5(c) which wi require a fund to disclose the "name and title of the person or persons employed by or associated with the (fund or its 1:IWORDDATAITAE\CORRIMAFt0303.L TR 05093:08:31

JJJ.Rusell

Thomas S. Haran
May 6, 1993
i. A mium of 16 additional pages of prospectus. disclosure (8 in one prospectus,
and 8 in the second prospectus) (assumig 3 "priary responsible" employees per Portolio Manager ties 33 Portolio Managers ties 1 paragraph per person and

12 paragraphs per page). Th is a 23% and a 20% increase, respectively, in the size of the Fund's two prospectuses.
2. A
mium of 10 stickers to reflect changes in "priy responsible" individual employees.6
3. Items 1 and 2 above are in addition to one-hal page of disclosure consistent with
Item 5(c) with respect to the approxiately 5 FRCo employees priary -responsible for the monitorig of Portolio M~nagers and the management of. the liquidity portolio. In addition to the confusion such lengthy and unecessar disclosure would cause, if Item 5(c) is interpreted to apply to the Portolio Managers, the Fund's additional printig and mag costs per anum would be approxiately $117,593 (åssumig $.42 to print and maii each sticker and $.06 additional pritig costs per prospectus.)

Pro Dosed Solution
To avoid this very onerous and unnecessar impact on multi-manager fuds such as the Fund, and to avoid the confsion that the addition of such lengthy and unnecessar

disclosure would cause shareholders, the Fund proposes to: (i) make disclosure .in its prospectus consistent wÍth Item 5(c) with respect to FRCo employees who are priary responsible for the day-to-day selection, evaluation and monitoring of the

Portolio Managers or who are priary responsible for the day-to-daymanagement of

the liquidity portolio, quality core portolios and any future programs pursuant to which FRCo exercises investment discretion over. the selection of individual Portfolio securties; and (ü) continue to identi in its prospectuses al Portolio Managers and contiue to sticker its prospectuses to reflect any changes in Portolio Managers. Ths disclosure would permit potential investors to assess the background and experience of those persons who set Portolio investment strategies and who guide and direct Portfolio Managers to assure compliance with a Portolio's investment objectives, policies and restrctions. 6The Fund already stickers all Portolio Manager firm changes (i.e., an estimated i i stickers for anyone year.) The 10 stickers noted here would be additional stickers to disclose changes in individuals within each Portolio Manager. 1:IWORDDATAITAEICORRIMAF10303.L TR 05093:08:31

JhA Russell

.~ Frank Russell Investment ') Manageme-'t Company P.. Bo 1591

Tacoma. Washington 98401
Fax 20596-2497
20.627l1
Tacoma Sydney
Plse referto: Dera A. Smlh London Toky
0I Une: 206591-37
New York Toronto
Lel Oe Fax: 2084
May 28, 1993
VIA FACSIMILE AND OVERNIGHT COURIER
Marha H. Platt
Senior Attorney
Division of Investment Management
Securties and Exchange Commssion
Mai Stop 10-6
450 Fifh Street
Washington, D.C. 20549
Re: Fran Russell Investment Company

File No. 33-71299
Dear Ms. Platt:
Than you for your tiely response to Fran Russell Investment Management Company's no-action letter request dated May 6, 1993. Durg our telephone conversation on May 14, 1993 you requested furer clarcation and information on the four,issues outled

below:

1. No-Action Letter, Page 6, Proposed Solution, (ii): Clarcation of the number

of Frank Russell Investment Management Company ("FRCo") employees responsible for each of the 22 Frank Russell Investment Company ("FRC") portfolios. 2: External Fee Fund Prospectus, The Money Mana~ers: Clarcation of the

frequency of reallocation of a fund's assets among money managers and the frequency of the temination of money managers.
3. No-Action Letter, Page 5, Impact on the Fund: Detail of the number of money

managers terminated and hired within the last four years for each of the 22 FRIC portfolios.
4. External Fee Fund Prospectus, The Monev Manaeers: Reconciliation of the

following statement in the prospectus: "each money manager has complete discretion to purchase and sell portfolio securities for its segment of a fund within I:\WORDDA T AIOAS\CORRIOAS 10 i 04. L TR 052893: 10:56 IbA Russell

Thomas S. Haran

May 6, 1993

Accordingly, we respectfy request that the Sta advise us that it wi not reçommend any enforcement action to the Commssion if afer July i, i 993, the Fund makes disclosure in its prospectuses as describe above in response to Item 5(c) of Form N-1A. If the Sta intends to issue a response that is adverse to this request, we respecy fuer request the opportnity of a telephone conference prior to the issuance of such a response.

Finaly, since the effective date of ths new disclosure requiement is July 1, 1993, and wi apply to any post-effective amendment of the Fund fied after that date, we respectfy request an expeite review of ths request. If you have any questions regarding ths

request, pleae do not hesitate to contact the undersigned at (206) 596-2406 or Deea Smith at (206) 591-3537. Sincerely, --~ k, ~ Thomas A. Early Associate General Counsel Chef Financial Servces Counsel cc: KarlJ. Ege, Esq.

DeeaA. Smith, Esq.
I:IWOROOATAITAEIRR\AF 1 0303. L TR 05093:08:31 Jh.Russell

. .
Frank Russell Investment
Management Company
P.O. Box 1591
Tacoma, Washington 98401
Fax 206.596.2497
206.6mo1 Plse refer to: Oe Sm~h
Tacoma Sydney
0I Une: 20591~7
London Toky
Lel De Fax: 20~84 New York Toronto
June 2, 1993
VI FACSIMILE AND OVERNIGHT COURER
Marha H. Platt
Senior Attorney

Division of Investment Management

Securties and Exchange Commssion

Mai Stop 10-6

450 Fifth Street

Washington, D.C. 20549

Re:, Frank"Russell Investment Company

File No. 33-71299
Dear Ms. Platt:
Pusuant to my letter of May 28, 1993 (a copy of which is attached), please accept the following" as documentation in response to itèm 3 which was unavaiable in my previous correspondence. Clarcation of the Frequency of Reallocation of a Fund's Assets Among Portolio Managers For the period 1992-1993, FRCohas not reallocated assets among Portolio Managers. FRCo employees daiy monitor the established ratio of assets among Portolio Managers and allocate additional investments or redemption requests to maita the established ratios. I:\WOADDA TAIOASICAAIOAS 10135.L TA 06193:17:12 Jh.Russell

. .

Ms. Mara H. Platt
May 28, 1993 the fund's investment objectives, restrctions and policies, and the more specifc strategies '. developed by Fran Russell Company and Management Company" with the fial sentence on page 6 of the no-açtion letter which reads "Ths disclosure wi pennt potential investors to access the background experience of

those persons who set portolio investment strategies and who guide and direct portolio managers to assure compliance with a portolio's investment objectives, policies and restrctions."

Clarcation of Number of FRCo Employees Responsible For Each of the FRC

Portolios
There are five FRCo employees responsible for the review of the 22 FRC portolios. Each of these five employees has responsibilties which relate to each of the 22 portolios. .. Clarcation of the FrequenGY of Reallocation of a Fund's Assets Among Portolio Managers FRCo is curently in the procss of documentig .the reallocation of assets among Portolio Managers for each of the 22 FRC portolios for the period 1992-1993. Rather than delay your recipt of the other inormation you requeste I wi forward ths ,

inormation to your attntion as soon as it is available. I expect the documentation to be complete ealy next week. Detail of the Number ofPortolIo Managers Termnated and Hired Within the Last Four Years for Each of the FRIel Portolios .

Number of Managers . Number of Managers Portolio Year Termn'ated Hied Equity I 1989 0 0 Equity I 1990 3 2 Equity I 1991 3 4 Equity I 1992 1 i Equity II 1989 1 1 Equity II 1990 2 2 Equity II 1991 0 0 Equity II 1992 0 0 lDetal for money markets portfolio is not included since Release 33-698 (Apnl 6, 1993) does not require disclosure about individual mangers of money market fuds; detal for Emerging Markets, Fixed Income II and Multistrtegy Bond portfolios is not included because portfolios commenced operation in November 1992. I:\WOADDA TAIOASICAAIOAS 1 0104.L TA 052893: 10:56 JIJ~ Russell

---

Ms. Mara H. Platt
May 28, 1993

'. Portolio
Equity il

Equity il

Equity il

Equity il

Equity Q

Equity Q

Equity Q

Equity 0
International

Internátional

Fixed Income I

Fixed Income I

Fixed Income I

Fixed Income I

. Fixed Income IT

Fixed Income IT

Fixed Income IT

Fixed Income IT

Diversifed Equity

Diversifed Equity
Diversifed Equity
Diversified Eaity
Special Growt

Special Growt

Special Growth

Special Growth

Equity Income
Equity Income
Equity Income
Equity Income
Quantitative Equity
Quantitative Equity
Quantitative Equity
Ouantitative Equity
Year
1989
1990
1991
1992
1989
1990
1991
1992
1~89
1990
1991
.1992
1989
1990
1991
1992
1989
1990
1991
1992
1989
1990
1991
1992
1989
1990
1991
1992
1989
1990
1991
1992
1989
1990
1991
1992
Number of Managers
Termnated
0
1
0
0
1
0
3
0
0
1
0
2
0
3
3
I
1
2
0
1
0
0
1
0
Number of Managers
Hied
0
1
0
1
0
0
3
0
4
0
2
4
1
1
2
0
1
0
I:IWORDDA T AIOASICORRIOAS 101 04.L TR 052893: 10:56 JhÁ Russell

..... ."s
)
Ms. Marha H. Platt
May 28, 1993
Number of Managers Number of Managers
Portolio Year Termnated Hied
Intl Securties 1989 o o

Intl Securties 1990 o
1
Int1 Securties 1991 o o

Intl Securities 1992 o o

Diversifed Bond 1989 3 3

Diversifed Bond 1990 o o

Diversifed Bond 1991 o o

Diversifed Bond 1992 1 o

Volatity Constraied 1989 o o

Volatity Constred 1990 o o

Volatity Constraied 1991 o o

Volatiity Constrained 1992 2 4

Real Estate Sec. 1989 o 1

Real Estate Sec. 1990 o o

Real Estate Sec. 1991 o . o

Real Estate Sec. 1992 o o

Limted Volatity 1989 o o

Limted Volatity 1990 o o

Limted Volatity 1991 o o

Limted Volatity 1992 o o

In addition, the ownership of at leat 5 Portolio Managers.has changed durg the last four years. In those instaces in which the change in ownership constitutes an assignment of the sub-advisory agreement, the Portolio Manager executes a new sub-advisory agreement and the Prospectuses are stickered to indicate the change. Ownership changes may be accompanied with changes in key persoiiel. ." Clarcation of the Role of FRCo EmpIoyees in Establishing Portolio Strategies The Prospectus disclosure under The Money Managers and the fial sentence of the "Proposed Solution" paragraph of the no-action letter request are not confctig.

FRCo determnes overal investment strategies and investment objectives, restrctions and policies for each Portolio. As noted in The Money Managers section of the Prospectus, each Portolio Manager has complete discretion to purchase and sell portolio securties within the Portfolio's investment objectives, restrction and policies. FRCo sets portolio investment strategies and guides and directs managers in three distict ways:

a) FRIMCo recommends to the FRIC Board of Trustees any necessar changes to the investment objectives, policies and restrctions of each portolio. I:\WOAODA T AIOASICOAAIOAS 10104.L TA 052893:10:56 Jh.Russell

., "c ..... __ ... l- .r ; l:
Ms. Mara H. Platt
May 28, i 993 b) FRCo monitors the performce of each P9rtOlio, reviews the contiued appropriateness of a Portolio Manager's style, and reallocates assets among Portolio Managers. For example, on lited ocèasions, FRCo may lit a Portolio Manager's foreign countr exposure whe~ inappropriate for a portolio's objective. Furer, FRCo may ternate a Portolio Manager because the

manager's style is deterned to be inappropriate for the portolio's objective. c) FRCo monitors and evaluates Portolio Managers both qualtatively and quantitatively to ensure the manager is satisfying expectations. Ternation and replacement of Portolio Managers is demonstrated in 3 above. As a result of FRCo's involvement in portolio strategies in these thee ways it is the experience and background of FRCo employees that is most beneficial to investor education. FRCo's contiual evaluation and monitorig of Portolio Managers results . in termation of Portolio Managers and hig of replacement mangers when appropriate. Investors rely upon FRCo to change Portolio Managers if a manager has a change in personnel which may impact performance. It is this expertse and experience which investors rely upon when choosing FRC'sunique investrent style, not the experience of . the individual Portolio Manag'er1s employees.

If you have any questions or desire fuer clarcation regardig ths lettr, pleae do not

hesitate to contact the undersigned at (206) 591-3537 or Thomas A. Early at (206) 596 2406. cc: Thomas S. Haran, Chief Counsel, Division of Investment Management Karl J. Ege, Esq. Thomas A. Early, Esq.. ' I:\WORDDA T AIOAS\CORRIOAS I 01 04.L TR 052893: 10:56 lb. Russell

. .
Ms. Mara H. Platt

June 2, 1993

If you have questions or desire fuer clarcation regarding tls letter, please do not

hesitate to cal me at (206) 591-3537 or Thomas A. Early at (206) 596-2406. ~I/L Deea A. Smith Staf Counsel

cc: Thomas S. Haran, Chief Counsel, Division of Investment Management Karl J. Ege, Esq.

Thomas A. Early, Esq.

I:\WOROOA TAIOASICRRIOAS 10135.L TR 06193:17:12 Jh.Russell