INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitve proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RSI Retirement Trust
--------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Board of Trustees RSI Retirement Trust
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee
is calculated and state how it was determined.)
-------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
5) Total Fee Paid:
-------------------------------------------------------------------------
[x] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------
<PAGE>
RSI RETIREMENT TRUST
317 MADISON AVENUE
NEW YORK, NEW YORK 10017
--------------------------
NOTICE OF ANNUAL MEETING OF TRUST PARTICIPANTS
June 29, 1995
-----------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Trust Participants of RSI
Retirement Trust ("Trust") will be held at the offices of the Trust, 317 Madison
Avenue, New York, New York 10017, on June 29, 1995 at 10:30 A.M. (E.D.T.),
for the following purposes:
1. To elect three (3) trustees for terms of three (3) years and until
their respective successors are elected and qualified.
2. To consider ratification or rejection of the selection of McGladrey &
Pullen as independent accountants of the Trust for the fiscal year
ending September 30, 1995.
3. (Value Equity Fund unitholders only) To consider terminating the
sub-advisory investment agreement between Retirement System Investors
Inc. (the Value Equity Fund's investment manager) and NFJ Investment
Group (the Value Equity Fund's sub-investment adviser).
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The matters referred to above are discussed in detail in the Proxy Statement
accompanying this Notice. Only those persons having the right to vote Units of
the Trust ("Trust Participants") of record as of the close of business on April
28, 1995 are entitled to notice of and to vote at the Annual Meeting of Trust
Participants or at any adjournment or adjournments thereof.
By Order of the Trustees,
-------------------------
STEPHEN P. POLLAK
Senior Vice President
Counsel and Secretary
DATED: New York, New York
May 25, 1995
<PAGE>
RSI RETIREMENT TRUST
317 MADISON AVENUE
NEW YORK, NEW YORK 10017
----------
PROXY STATEMENT
General Information
This Proxy Statement is furnished in connection with the solicitation of
proxies by the trustees of RSI Retirement Trust ("Trust") for use at the annual
meeting ("Meeting") of those persons having the right to vote shares ("Units")
of each investment fund of the Trust ("Trust Participants") to be held at the
offices of the Trust at 317 Madison Avenue, New York, New York, 10017 on June
29, 1995, at 10:30 A.M. (E.D.T.), and at any adjournment thereof. The
approximate date on which this Proxy Statement and form of proxy are first being
sent to Trust Participants is May 25, 1995.
Execution of a proxy will not in any way affect a Trust Participant's right
to attend the Meeting and vote in person, and any Trust Participant giving a
proxy has the right to revoke it at any time by written notice addressed to and
received by the Secretary of the Trust prior to the exercise of the proxy or by
attending the Meeting or revoking the proxy in person.
The Trustees have fixed the close of business on April 28, 1995 as the
record date for the determination of Trust Participants entitled to notice of
and to vote at the Meeting.
The Trust had outstanding as of the record date 17,060,022.322 Units of
beneficial interest, which are divided into separate "Investment Funds" as
follows:
Core Equity Fund 3,967,318.756
Emerging Growth Equity Fund 1,366,808.090
Value Equity Fund 1,304,290.445
International Equity Fund 752,755.228
Activity Managed Bond Fund 4,829,503.764
Intermediate-Term Bond Fund 3,281,719.991
Short-Term Investment Fund 1,557,626.048
Dedicated Bond Fund 0.000
-1-
<PAGE>
Each Trust Participant shall be entitled to exercise the voting rights of
Units owned by the participating trust or custodial account of which he is the
Trust Participant. All outstanding full Units of the Trust, irrespective of
class, are entitled to one vote and each fractional Unit is entitled to the
corresponding fractional vote. Units of all Investment Funds will be voted in
the aggregate with respect to the election of Trustees, the ratification or
rejection of the selection of the independent accountants, and any other matter
that may come before the Meeting or any adjournment thereof. Units of the Value
Equity Fund will be voted separately with respect to approval or rejection of
the termination of the Investment Sub-Advisory Agreement between Retirement
System Investors Inc. (the Value Equity Fund Investment Manager) and NFJ
Investment Group ("NFJ"), and the resulting reduction in investment management
fees. The following table summarizes the foregoing information:
PROPOSAL INVESTMENT FUNDS VOTING
1. Election of Trustees All
2. Ratification of Accountants All
3. Termination of NFJ Sub-
Advisory Arrangement/Reduction Value Equity Fund only
In Investment Management Fees
In the event that a quorum of Trust Participants (holders of one-third of
the shares issued and outstanding and entitled to vote at the Meeting) is not
represented at the Meeting or at any adjournment thereof, or, even though a
quorum is so represented, in the event that sufficient votes in favor of the
items set forth in the Notice of the Meeting are not received, the persons named
as proxies may propose and vote for one or more adjournments of the Meeting for
a period or periods of not more than 60 days in the aggregate and further
solicitation of proxies may be made. Trust Participants who have voted against
the proposals or who have abstained from voting will be included in the quorum
for the Meeting. Proxies sent in by brokers and other nominees, if any, which
cannot be voted on a proposal because instructions have not been received from
the beneficial owners ("non-votes") and proxies abstaining on a particular
proposal, will be considered to be shares present at the Meeting, but not voting
with respect to the proposal. Thus, non-vote proxies, and abstentions will have
no effect on Proposals 1 and 2, but will have the effect of a vote against
Proposal 3.
The Trust is registered as an open-end investment company under the
Investment Company Act of 1940, as amended ("Act"). A registration statement
relating to the offer and sale of Units in the Trust has been filed and is
effective under the Securities Act of 1933, as amended.
The costs of the Meeting, including the solicitation of proxies, will be
paid by the Trust. In addition to the solicitation of proxies by mail, Trustees
and agents of the Trust may solicit proxies in person or by telephone.
-2-
<PAGE>
PROPOSAL ONE
Election Of Trustees
The Agreement and Declaration of Trust pursuant to which the Trust was
established, as amended, provides that the Trustees of the Trust shall be
divided into three classes of approximately equal size. The Board of Trustees of
the Trust is currently comprised of 11 members. The class of Trustees to be
elected at the Meeting will consist of three Trustees, each of whom will be
elected and will hold office for a term of three years and until a successor is
elected and qualified.
The nominees for Trustee are set forth below under "Information Regarding
Trustees."
All nominees for Trustee are currently members of the Board of Trustees.
All nominees have agreed to stand for election and to serve if elected. All
proxies will be voted in favor of the three nominees listed under "Information
Regarding Trustees," unless a contrary indication is made. If, prior to the
Meeting, any nominee becomes unable to serve by reason of death, incapacity or
other unexpected occurrence, the proxies which would have otherwise been voted
for such nominee will be voted for such substitute nominee as may be selected by
the Board of Trustees.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF THE THREE
NOMINEES FOR TRUSTEE LISTED BELOW UNDER "INFORMATION REGARDING TRUSTEES."
Information Regarding Trustees
Set forth below is certain information regarding the nominees for election
as Trustees of the Trust, as well as those persons currently serving as Trustees
with remaining terms of one and two years, including their ages, principal
occupations and business experience during the last five years, present
directorships or trusteeships and the year they first became a Trustee. Any
nominee or Trustee who is an "interested person" of the Trust, as defined in the
Act, is indicated by an asterisk (*). The nominees and Trustees so designated
are "interested persons" by virtue of their executive positions with plan
sponsors of plans of participation in the Trust (Trust Participants), or with
the Trust.
-3-
<PAGE>
Nominees For Election As Trustees:
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
---- --- --------------------- -------
<S> <C> <C>
Candace Cox 43 Vice President and Managing Director, NYNEX Asset 1992
Management Company since September 1992; Chief,
Division of Investment Strategy, New York City
Controller's Office, New York, New York from July
1989 to August 1992; Director of Retirement System
Fund Inc.; and Financial Women's Association.
Eugene C. Ecker 71 Consultant, Pension and Group Insurance since January 1986
1988; Director of Retirement System Fund Inc.;
formerly Pension Investment Officer, Primerica
Corporation (formerly American Can Co.), Greenwich,
Connecticut.
Raymond L. Willis 59 Private Investments since March 1989; formerly 1985
Corporate Director, Risk and Benefits Management,
United Technologies Corporation, Hartford,
Connecticut; Chairman, U.T.C. Pension Trust, Ltd.;
President, U.T. Insurance, Ltd.; Director of
Retirement System Fund Inc.; Director of Association
of Private Pension and Welfare Plans; Trustee of
Employee Benefits Research Institute.
Trustees Serving With A Term Expiring In One Year:
William Dannecker* 55 President of the Trust since May 1986; President and 1987
Director of Retirement System Group Inc. since March
1989 and Chief Executive Officer since January 1990;
President and Director of Retirement System
Consultants Inc. since January 1990 and March 1989,
respectively; Director of Retirement System Investors
Inc. since March 1989; President and Director of
Retirement System Distributors Inc. since December
1990 and July 1989, respectively;
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
---- --- --------------------- -------
<S> <C> <C>
President of Retirement System Fund Inc. since
February 1991 and Director since November 1990;
Director, Association of Private Pension and Welfare
Plans; formerly Chief Executive Officer of the Trust
from January 1988 to August 1990.
Covington Hardee 76 Retired since 1984; Director of Retirement System 1977
Fund Inc.; formerly Chairman of the Board of The
Lincoln Savings Bank, FSB, New York.
Maurice E. Kinkade 53 Director of Development, Maplebrook School, since 1987
September, 1994; President since June 1992, KINCO
Management; formerly Chairman and Chief Executive
Officer, from 1984 and 1980, respectively, to
February 1990, and President from August 1986 to
February 1990 and between 1980 and 1984, Poughkeepsie
Savings Bank, FSB, Poughkeepsie, New York.
William G. Lillis 64 Real Estate Consultant; formerly President and Chief 1986
Executive Officer from April 1981 and December 1989,
respectively, to November 1991; and formerly Chief
Operating Officer from April 1981 to December 1989,
American Savings Bank, FSB; Director of Retirement
System Group Inc.
Trustees Serving With A Term Expiring In Two Years:
Herbert G. Chorbajian* 56 Chairman and Chief Executive Officer since October 1994
1990 and President and Director since June 1985 of
Albany Savings Bank, FSB; Chairman, President and
Chief Executive Officer of ALBANK Financial
Corporation since April 1992; Director or
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
---- --- --------------------- -------
<S> <C> <C>
Trustee of the Federal Home Loan Bank of New York; the
Community Bankers Association of New York State; the
New York Business Development Corporation; the Albany
Memorial Hospital Foundation, Inc.; the Albany
Cemetery Association; the Federal Reserve Bank of New
York Thrift Advisory Panel; the City Arts Commission;
and the Capitalize Albany Advisory Committee.
Ralph L. Hodgkins, Jr. 61 Vice President, Peoples Heritage Bank, Portland Maine 1983
since September, 1994; Chairman, Board of Trustees
of University of Maine System; formerly President
and Chief Executive Officer, Mid Maine Savings Bank,
FSB, Auburn, Maine from August, 1970 to August, 1994.
W. L. Schrauth* 60 President and Chief Executive Officer, The Savings 1981
Bank of Utica, Utica, New York; Director of
Retirement System Group Inc.; Director and President
of Oneida County Industrial Development; Director
and Vice President of Utica Foundation, Inc.
William E. Swan* 47 President and Chief Executive Officer, Lockport 1994
Savings Bank, Lockport, New York since July 1989;
Vice Chairman and Director of Empire State Thrift
Service Corp.; Director or Trustee of Christ the King
Seminary; Lockport Highway Association, Inc.;
Greater Buffalo Partnership; St. Bonaventure
University; and 4949 Sheridan, Inc.
</TABLE>
The Trust has an Audit Committee, a Nominating Committee, a Proxy Committee
and an Investment Committee. At least a majority of the members of each
committee are not "interested persons" of the Trust as defined in the Act. (See
further information on "interested persons" under "Information Regarding
Trustees," above.)
-6-
<PAGE>
The Audit Committee, which met four times during the Trust's fiscal year
ended September 30, 1994, presently consists of Messrs. Chorbajian, Kinkade and
Willis. The Audit Committee reviews the professional services to be rendered by
the Trust's independent public accountant and the costs thereof. It also reviews
with such firm the results of its audit and such firm's findings and
recommendations, including those furnished on the adequacy of accounting
controls.
The Nominating Committee, which met one time during the Trust's fiscal year
ended September 30, 1994, presently consists of Ms. Cox and Messrs. Lillis and
Swan. The Nominating Committee recommends Trustees to the Board for nomination
by the Board for election by the Trust Participants. The Nominating Committee
does not consider nominees recommended by Trust Participants.
The Proxy Committee, which did not meet during the Trust's fiscal year
ending September 30, 1994, presently consists of Messrs. Hodgkins, Lillis and
Schrauth. The Proxy Committee oversees the preparation of all proxy materials to
be distributed to Trust Participants and also oversees the collection and
tabulation of proxies.
The Investment Committee, which met five times during the Trust's fiscal
year ended September 30, 1994, presently consists of Ms. Cox and Messrs.
Schrauth and Willis. The Investment Committee reviews the practices and
procedures of the Trust's various investment managers, including practices
relating to brokerage allocation, and makes recommendations to the Board of
Trustees on the policies of such investment managers and any changes in
brokerage allocation which should be made by such investment managers.
The Trust's Board of Trustees held six regular meetings during the Trust's
fiscal year ended September 30, 1994. There were no special meetings. During the
Trust's fiscal year ended September 30, 1994, each Trustee currently serving
attended at least 75% of the aggregate of (a) the total number of meetings of
the Board (held during the period for which he or she has been a Trustee), and
(b) the total number of meetings held by all committees of the Board on which he
or she served (during the period that he or she served).
Information Regarding the Trust Chairman and Executive Officers
The officers of the Trust are the President, one or more Vice Presidents, a
Secretary and a Treasurer. There is also a Trust Chairman who presides at Board
of Trustees meetings in the absence of the President, William Dannecker. The
Trust Chairman position is presently vacant. The following are the names of the
executive officers of the Trust, as of September 30, 1994, other than Mr.
Dannecker, who is described above under "Information Regarding Trustees,"
together with their ages and positions with the Trust and the period during
which each of such officers has served as such.
-7-
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience
Name Age During the Last 5 Years
---- --- -----------------------
<S> <C> <C>
James P. Coughlin 58 Senior Vice President-Investments of the Trust since December 1986;
Executive Vice President-Investments of Retirement System Group Inc.
since January 1993, Chief Investment Officer since January 1991,
Director since May 1990 and Senior Vice President-Investments from
January 1990 to December 1992; President of Retirement System
Investors Inc. since February 1990; Senior Vice President of
Retirement System Fund Inc. since January 1991; President of
Retirement System Distributors Inc. from February 1990 to December
1990.
Stephen P. Pollak 49 Senior Vice President, Counsel and Secretary of the Trust since
December 1986; Executive Vice President, Counsel and Secretary of
Retirement System Group Inc. since January 1993, Senior Vice
President, Counsel and Secretary from January 1990 to December 1992
and Director since March 1989; Vice President and Secretary of
Retirement System Consultants Inc. since January 1990 and Director
since March 1989; Vice President, Secretary and Compliance Officer of
Retirement System Distributors Inc. since February 1990 and Director
since July 1989; Vice President and Secretary of Retirement System
Investors Inc. since February 1990 and Director since March 1989.
John F. Meuser 58 Vice President and Treasurer of the Trust since October 1992, First
Vice President from June 1987 to September 1992; Vice President of
Retirement System Group Inc. since January 1993, First Vice President
from August 1990 to December 1992; Registered Representative of
Retirement System Distributors Inc. since February 1990 and Vice
President since June 1994, Vice President of Retirement System
Investors Inc. since February 1990; Vice President of Retirement
System Consultants Inc. since June 1994; Vice President and Treasurer
of Retirement System Fund Inc. since October 1992.
</TABLE>
-8-
<PAGE>
Compensation Of Trustees And Officers
Trustees' Compensation
The Trustees received the aggregate compensation shown below for services
to the Trust during the fiscal year ended September 30, 1994. Trust officers
received no compensation from the Fund during the fiscal year ended September
30, 1994:
Pension or Retirement
Benefits Accrued
Aggregate Compensation As Part of Fund
Name of Trustee From the Fund Expenses
--------------- ------------- --------
Herbert G. Chorbajian $- 0 - $- 0 -
Candace Cox 15,800.00 - 0 -
William Dannecker - 0 - - 0 -
Eugene C. Ecker 15,400.00* - 0 -
Covington Hardee 17,000.00* - 0 -
Ralph L. Hodgkins, Jr. 11,800.00 - 0 -
Maurice E. Kinkade 17,400.00* - 0 -
William G. Lillis 10,200.00* - 0 -
William L. Schrauth 12,700.00 - 0 -
William E. Swan - 0 - - 0 -
Raymond L. Willis 20,600.00 - 0 -
Officers' Cash Compensation
Officers of the Trust do not receive any direct compensation from the
Trust; however, they do receive compensation indirectly because of their
employment by Retirement System Group Inc. and its subsidiaries.
----------
*Aggregate compensation includes amounts deferred under the Trust's Section 457
Deferred Compensation Plan ("Plan"). The total amount of deferred compensation
payable under the Plan as of September 30, 1994 is as follows: Ms. Cox
($43,438); Mr. Ecker ($38,798); Mr. Hardee ($12,778); Mr. Kinkade ($66,535) and
Mr. Lillis ($6,428).
-9-
<PAGE>
Section 457 Deferred Compensation Plan
The Trust maintains a Deferred Compensation Plan ("Plan") which meets the
requirements of Section 457 of the Internal Revenue Code, as amended. Under the
Plan, Trustees may defer up to the lesser of $7,500 or 33-1/3% of their
compensation from the Trust during each calendar year.
Compensation deferred is distributable in full upon attainment of age 70
1/2 or upon retirement or earlier termination from service as a Trustee, unless
deferred to a later date in accordance with the provisions of the Plan. (Minimum
distributions are required beginning as of the April 1st following attainment of
age 70 1/2.) Earlier distributions are permitted only for an "unforeseeable
emergency" as defined in the Plan.
The Trust has established a bookkeeping account for each participant's
deferral and is only under a contractual obligation to make Plan payments. The
Plan is deemed to be an unfunded plan.
Deferred compensation attributable to the Plan may be invested in one or
more investment funds as shall be made available by the Trust from time to time,
in its sole discretion, as authorized by the Trustees.
PROPOSAL TWO
Selection Of Accountants
Subject to ratification or rejection by the Trust Participants, the Board
of Trustees of the Trust, including a majority of those members of the Board who
are not interested persons of the Trust, selected, on May 25, 1995, McGladrey &
Pullen to continue in the capacity of independent public accountants, to examine
the accounts and to certify from time to time the financial statements of the
Trust for the fiscal year ending September 30, 1995.
Representatives of McGladrey & Pullen are expected to be present at the
Meeting and will have the opportunity to make a statement and respond to
appropriate questions from the Trust Participants.
The Trust has an Audit Committee of the Board of Trustees, whose
composition and responsibilities are discussed above under "Information
Regarding Trustees."
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE SELECTION OF McGLADREY &
PULLEN AS THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS.
-10-
<PAGE>
PROPOSAL THREE
Termination of Investment Sub-Advisory Agreement
with NFJ Investment Group, and Reduction of
Investment Management Fee
(Proposal to be voted on by Trust Participants of the Value Equity Fund only)
Retirement System Investors Inc. ("Investors") currently serves as
investment manager for the Value Equity Fund pursuant to an Investment
Management Agreement dated August 1, 1993 between the Trust on behalf of the
Value Equity Fund and Investors. The Investment Management Agreement was
approved by Trust Participants of the Value Equity Fund at a meeting held on
July 31, 1993. The Investment Management Agreement provides that Investors shall
supply portfolio management services to the Value Equity Fund, and that
Investors may, with the approval of the Trustees and the Trust Participants,
retain a sub-adviser to provide such portfolio management services, subject to
oversight by Investors. From June 15, 1992 through March 31, 1995, NFJ
Investment Group ("NFJ") provided portfolio management services to the Value
Equity Fund. NFJ provided these services pursuant to an Investment Sub-Advisory
Agreement between Investors and NFJ which was most recently approved by Trust
Participants at their November 30, 1994 meeting, and which is dated as of that
date.
At meetings held on January 25, 1995, February 14, 1995, and March 23,
1995, the Investment Committee of the Board of Trustees of the Trust, and on
March 23, 1995, the full Board of Trustees, considered a proposal by Investors
to terminate the sub-advisory arrangement with NFJ, and to have Investors manage
the Value Equity Fund directly. The Investment Committee requested and evaluated
a broad range of information relating to the proposal, and recommended to the
full Board that it approve the proposal. At the March 23, 1995 meeting, the
Board of Trustees unanimously approved the proposal and directed that it be
submitted to the Value Equity Fund's Trust Participants for approval. While
termination of the sub-advisory arrangement is not a matter which requires a
vote of Trust Participants under the Act, the Board of Trustees believes it is
in the best interests of the Trust and of Trust Participants to submit the
matter for Trust Participant approval.
In evaluating the proposal to terminate the arrangement with NFJ, the
Investment Committee, and the full Board of Trustees, considered various
factors. The Trustees considered the investment capabilities of Investors, both
overall and in managing a portfolio concentrating in value stocks. The Trustees
evaluated the historical record of Investors in managing other Investment Funds
of the Trust, particularly where such performance is relevant to managing value
stocks. The Trustees also considered the fact that the Value Equity Fund is one
of a series of Investment Funds offered by the Trust as part of an overall
investment program. As such, the Trustees considered whether the additional
revenues that would be retained by Investors under the proposed arrangements
might enhance the overall level of services provided to the Trust, its
Investment Funds and the Trust Participants by Investors and its affiliates.
-11-
<PAGE>
In considering the proposal to terminate the arrangements with NFJ, the
Trustees also considered that if Investors managed the Value Equity Fund's
assets directly, there would be a cost savings to the Value Equity Fund. Under
the Value Equity Fund's prior investment management arrangements, the Value
Equity Fund paid Investors an investment management fee at the following rate:
Percentage of Average
Value Equity Fund Assets Daily Net Assets
------------------------ ----------------
First $10 Million .80%
Next $10 Million .70
Next $20 Million .60
Next $20 Million .50
Next $40 Million .40
Next $50 Million .35
Over $150 Million .30
From this amount, Investors retained 0.20% of average daily net assets under
management, and the remainder was paid by Investors to NFJ. The amount retained
by Investors was designed to compensate it for its oversight services in
monitoring, and reporting to the Board of Trustees on the services provided by
NFJ. If the investment management function is performed directly by Investors,
the incremental 0.20% fee will no longer be required. Moreover, the Investment
Management Agreement between the Trust on behalf of the Value Equity Fund and
Investors provides that if the Value Equity Fund no longer retains a
sub-adviser, the fee payable to Investors shall be reduced by 0.20% of average
daily net assets. Accordingly, under the proposed management arrangement the new
fee schedule under the Investment Management Agreement will be as follows:
Percentage of Average
Value Equity Fund Assets Daily Net Assets
------------------------ ----------------
First $10 Million .60%
Next $10 Million .50
Next $20 Million .40
Next $20 Million .30
Next $40 Million .20
Next $50 Million .15
Over $150 Million .10
During its fiscal year ended September 30, 1994, the Trust paid Investors,
with respect to the Value Equity Fund $242,767, from which amount Investors paid
$171,037 to NFJ. If the proposed advisory and fee arrangements had been in
effect, the Value Equity Fund would have paid $171,037 to Investors, all of
which amount would have been retained by Investors. In other words, the new
arrangement would have resulted in an expense savings to the Value Equity Fund
in the amount of $71,730, or 29.5%. The Trustees took note of the fact that if
the proposed arrangement is approved, the Trust would no longer benefit from
-12-
<PAGE>
certain directed brokerage arrangements utilized by NFJ. This will result in
somewhat increased expenses for the Trust; however, the increased expense is
expected to be more than offset by the advisory fee savings that will result
from termination of the NFJ contract. All other things being equal, a reduction
in the Value Equity Fund's expenses can be expected to result in improved
investment performance.
In considering the proposed changes in advisory arrangements, the Trustees
also took into account the fact that the Investment Management Agreement between
the Trust, on behalf of the Value Equity Fund, and Investors would be unchanged.
After taking all of the above factors into consideration, the Board of
Trustees of the Trust unanimously approved the proposal to terminate the
arrangement with NFJ. The Trustees concluded that it was in the best interests
of the Trust and of the Trust Participants Value Equity Fund to effect this
change as of the close of business on March 31, 1995. Accordingly, the NFJ
contract was terminated effective March 31, 1995, and Investors has been
managing the portfolio of the Value Equity Fund since April 1, 1995. The Value
Equity Fund has been paying Investors an advisory fee at the new, lower rate,
since that time.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF TERMINATION OF THE
SUB-ADVISORY AGREEMENT WITH NFJ.
Information Concerning the Investment Manager
Set forth below is information concerning Investors, including its address,
the name, address and principal occupation of its principal executive officer
and each director and the identification of its controlling persons and
principal owners.
Retirement System Investors Inc. ("Investors"), 317 Madison Avenue, New York,
New York 10017, is a wholly-owned subsidiary of Retirement System Group Inc.
("Group"), 317 Madison Avenue, New York, New York 10017. Investors was formed in
March 1989 to act as investment adviser to certain of the Trust's Investment
Funds following the consummation of a reorganization of the Trust. Investors
also provides investment adviser and management services to Retirement System
Fund Inc., and may also act as investment adviser to other investment companies.
The name of each of Investors' directors and its principal executive officer,
each of whose address is in care of Investors, is as follows:
Title and Other
Name Principal Occupation, if any
---- ----------------------------
William Dannecker Director
Director, President and Chief Executive
Officer - Retirement System Group Inc.
-13-
<PAGE>
Title and Other
Name Principal Occupation, if any
---- ----------------------------
President and Director - Retirement System
Consultants Inc.
Director, President and Registered
Principal - Retirement System Distributors
Inc.
President and Director - Retirement System
Fund Inc.
James P. Coughlin President
Executive Vice President, Chief Investment
Officer and Director - Retirement System
Group Inc.
Registered Principal - Retirement System
Distributors Inc.
Senior Vice President - Retirement System
Fund Inc.
Stephen P. Pollak Director, Vice President and Secretary
Director, Executive Vice President, Counsel
and Secretary - Retirement System Group
Inc.
Vice President, Counsel, Secretary and
Director - Retirement System Consultants
Inc.
Director, Vice President, Secretary and
Registered Principal - Retirement System
Distributors Inc.
Senior Vice President, Counsel and
Secretary - Retirement System Fund Inc.
-14-
<PAGE>
In addition to acting as Investment Manager for the Trust, Investors acts as
investment adviser and provides management services to Retirement System Fund
Inc., resulting in compensation paid to Investors, for the year ended September
30, 1994, as follows:
Investment Rate of
Fund Name Total Assets Compensation
--------- ------------ ------------
Core Equity Fund $3,639,320 .60%
Intermediate Term Fixed
Income Fund $3,371,812 .40%
Retirement System Distributors Inc. ("Distributors"), another wholly-owned
subsidiary of Group, located at 317 Madison Avenue, New York, New York 10017, is
the principal underwriter to the Trust. For the year ended September 30, 1994,
Distributors received no fees from the Trust. Administrative services to the
Trust are provided by Retirement System Consultants Inc. ("Consultants"), also a
wholly owned subsidiary of Group, located at 317 Madison Avenue, New York, New
York 10017. For the year ended September 30, 1994, Consultants received fees
from the Trust in the aggregate amount of $2,332,691.
Principal Unitholders
The Plan of Participation of each of the institutions listed below owns of
record and beneficially 5% or more of the Trust's and each Investment Fund's
outstanding Units, as of April 28, 1995. Each Plan of Participation listed is a
defined benefit plan, unless otherwise indicated:
Amount of Percent
Name Ownership of Class
---- --------- --------
Trust (considered as a whole):
The Long Island Savings Bank, FSB 1,534,815.203 9.00%
GreenPoint Bank 1,108,897.523 6.50%
Core Equity Fund:
The Long Island Savings Bank, FSB 375,573.370 9.47%
Albany Savings Bank, FSB 201,312.893 5.07%
-15-
<PAGE>
Amount of Percent
Name Ownership of Class
---- --------- --------
Emerging Growth Equity Fund:
The Long Island Savings Bank, FSB 127,517.788 9.33%
International Equity Fund:
The Long Island Savings Bank, FSB 93,472.571 12.42%
Albany Savings Bank, FSB 50,312.758 6.68%
GreenPoint Bank 47,183.810 6.27%
CrossLand Federal Savings Bank 43,518.559 5.78%
Value Equity Fund:
The Long Island Savings Bank, FSB 127,592.626 9.78%
Albany Savings Bank, FSB 68,434.243 5.25%
Ridgewood Savings Bank 65,946.460 5.06%
Actively Managed Bond Fund:
The Long Island Savings Bank, FSB 487,348.117 10.09%
GreenPoint Bank 448,280.389 9.28%
Albany Savings Bank, FSB 260,951.961 5.40%
Dedicated Bond Fund:
None -- --
Intermediate-Term Bond Fund:
The Long Island Savings Bank, FSB 323,310.731 9.85%
GreenPoint Bank 297,380.474 9.06%
Albany Savings Bank, FSB 173,113.488 5.28%
Short-Term Investment Fund:
Independence Savings Bank * 229,051.744 14.71%
The Dime Savings Bank of Williamsburg * 129,844.820 8.34%
-16-
<PAGE>
Roosevelt Savings Bank * 115,146.704 7.39%
OnBancorp, Inc.* 113,225.880 7.27%
Institutional Group Information Corp.* 109,443.757 7.03%
----------
* Defined contribution plan.
The addresses of these institutions are as follows:
Albany Savings Bank, FSB, Corner of State & North Pearl Streets, Albany, New
York 12207; CrossLand Federal Savings Bank, 211 Montague Street, Brooklyn, New
York 11202; The Dime Savings Bank of Williamsburgh, 209 Havemeyer Street,
Brooklyn, New York 11211; GreenPoint Bank, 41-60 Main Street, Flushing, New York
11355; Independence Savings Bank, 130 Court Street, Brooklyn, New York 11201;
Institutional Group Information Corp., 1000 Northern Blvd., Great Neck, New York
11021-5305; The Long Island Savings Bank, FSB, 201 Old Country Road, Melville,
New York 11747-2724; OnBancorp, Inc., 6350 Court Street Road, P. O. Box 4983,
Syracuse, New York 13221; Ridgewood Savings Bank, Myrtle & Forest Avenues,
Ridgewood, New York 11385; and Roosevelt Savings Bank, 1122 Franklin Avenue,
Garden City, New York 11530.
Vote Required
Election of Trustees and the approval of the selection of McGladrey &
Pullen as independent accountants (Proposals One and Two) require a majority of
the votes validly cast, if a quorum is present, with Units of all Investment
Funds voting in the aggregate as a single class.
Approval of the termination of the Sub-advisory Agreement with NFJ
(Proposal Three) requires a vote of a majority of the outstanding Units of the
affected Investment Fund, voting separately.
The "vote of a majority of the outstanding Units" of any Investment Fund
means the vote (i) of 67% or more of the Units present or represented at any
meeting, if the holders of more than 50% of the outstanding Units of the
Investment Fund are present or represented by proxy, or (ii) of more than 50% of
the outstanding Units of the Investment Fund, whichever is less.
Deadline For Submission Of Trust Participants'
Proposals To Be Presented To 1996
Annual Meeting Of Trust Participants
The 1996 Annual Meeting of Trust Participants is expected to be held on or
about May 23, 1996. Any proposal intended to be presented by any Trust
Participant for action at the 1996 Annual Meeting of Trust Participants must be
received by the Secretary of the Trust at 317 Madison Avenue, New York, New York
-17-
<PAGE>
10017, not later than January 24, 1996 in order for such proposal to be included
in the Proxy Statement and proxy relating to the 1996 Annual Meeting of Trust
Participants. Nothing in this paragraph shall be deemed to require the Trust to
include in its Proxy Statement and proxy relating to the 1996 Annual Meeting of
Trust Participants, any Trust Participant proposal which does not meet all of
the requirements for such inclusion established by the Securities and Exchange
Commission at that time in effect.
Other Matters
Management does not know of any matters to be presented at the Meeting
other than those mentioned in this Proxy Statement. If any other matters
properly come before the Meeting, including any vote in respect of adjournment,
arising because of a lack of a quorum or otherwise, the Units represented by
proxies will be voted with respect thereto in accordance with the best judgment
of the person or persons voting the proxies. A COPY OF THE TRUST'S ANNUAL REPORT
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994 IS AVAILABLE WITHOUT CHARGE TO
TRUST PARTICIPANTS. TO OBTAIN A COPY, CALL THE TRUST AT (800) 446-7774, OR WRITE
TO THE TRUST AT 317 MADISON AVENUE, NEW YORK, NEW YORK 10017.
By Order of the Board of Trustees,
----------------------------------
STEPHEN P. POLLAK
New York, New York Senior Vice President, Counsel
May 25, 1995 and Secretary
-18-
<PAGE>
RSI RETIREMENT TRUST
----------
PROXY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF RSI
RETIREMENT TRUST ("TRUST").
The undersigned Trust Participant of the Trust hereby acknowledges receipt of
the Notice of Annual Meeting of Trust Participants to be held on June 29, 1995
and the Proxy Statement attached thereto, and does hereby appoint John F. Meuser
and Stephen P. Pollak and each of them, the true and lawful attorney or
attorneys, proxy or proxies, of the undersigned, with power of substitution, for
and in the name of the undersigned to attend and vote as proxy or proxies of the
undersigned the number of Units and fractional Units of beneficial interest the
undersigned would be entitled to vote if then personally present at the Annual
Meeting of Trust Participants of the Trust, to be held at the Trust's offices,
317 Madison Avenue, New York, New York, on June 29, 1995, at 10:30 A.M.
(E.D.T.), or any adjournment or adjournments thereof, as follows:
(1) Election of three (3) Trustees for a term of three (3) years and until
their respective successors are duly elected and qualified:
Nominees: Candace Cox
Eugene C. Ecker
Raymond Willis
/ / FOR all nominees listed above (except as marked to the contrary below).
/ / WITHHOLD AUTHORITY to vote for all nominees listed above.
Instruction: To withhold authority to vote for any individual nominee, write the
nominee's name in the space provided below.
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(continued on other side)
<PAGE>
(2) Selection of McGladrey & Pullen as the Trust's independent accountants.
/ / FOR / / AGAINST / / ABSTAIN
(3) Value Equity Fund Unitholders only With respect to terminaton of the
Investment Sub-Advisory Agreement between Retirement System Investors Inc.
(the Value Equity Fund's Investment Manager) and NFJ Investment Group (the
Value Equity Fund's investment sub-advisor).
/ / FOR / / AGAINST / / ABSTAIN
(4) Upon all other matters which shall properly come before the meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS TRUSTEES, FOR THE SELECTION OF
McGLADREY & PULLEN, FOR THE TERMINATION OF THE INVESTMENT SUB-ADVISORY AGREEMENT
WITH NFJ INVESTMENT GROUP, AND, AS TO ANY OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING, THE PROXY WILL BE VOTED IN THE DISCRETION AND ACCORDING TO
THE BEST JUDGEMENT OF THE PROXIES.
Either of such proxies or attorneys, or substitutes, as shall be present and act
at said meeting, or at any and all adjournment or adjournments thereof, may
exercise all the powers of both said proxies or attorneys.
The undersigned is entitled to vote the number of Units of the Trust and the
number of Units of each Investment Fund, as indicated on the attached Statement
of Units. *
--------------------------------------------------------- ------------------
(Print Name of Trust Participant) Account no.
--------------------------------------------------------------------------------
(Designated Plan Unitholder, if applicable)
By:
-------------------------------------------------------------------
(Signature of individual unitholder, or person, officer
or committee duly designated by Trust Participant)
Dated: , 1995
-------------------------
* Please sign and date the Proxy. Return one copy of the attached Statement
of Units with the Proxy in the stamped, self-addressed envelope provided,
and keep the other copy for your records.
