Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
RSI Retirement Trust
317 Madison Avenue
New York, New York 10017
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2. Name of each series or class of funds for which this notice is
filed:
Core Equity Fund
Emerging Growth Equity Fund
Value Equity Fund
International Equity Fund
Actively Managed Bond Fund
Intermediate-Term Bond Fund
Short-Term Investment Fund
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3. Investment Company Act File Number: 811-04193 Securities Act File
Number: 2 - 95074
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4. Last day of fiscal year for which this notice is filed:
September 30, 1996
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
N/A |_|
<PAGE>
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
19,467,142 units @ $125,512,997
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
5,852 units @ $289,967
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9. Number and aggregate sale price of securities sold during the
fiscal year:
2,742,981 units @ $91,183,749.
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
2,742,981 units @ $91,183,749.
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
N/A
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2(from Item 10):
$91,183,749.
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ $ --
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(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
_ $121,085,914.
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ $ --
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(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
$ --
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/ 33 of 1%
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(vii)Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if form is being filed within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (CFR
202.3a):
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Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
N/A
<PAGE>
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/ Stephen P. Pollak
---------------------------------------
Stephen P. Pollak
Executive Vice President, Counsel and Secretary
Date: November 27, 1996
* Please print the name and title of the signing officer below the signature.
[Letterhead of SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP]
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
November 25, 1996
RSI Retirement Trust
317 Madison Avenue
New York, New York 10017
Dear Sirs:
RSI Retirement Trust, a New York common law trust (the "Trust"), is filing
with the Securities and Exchange Commission a Rule 24f-2 Notice containing the
information specified in paragraph (b) (1) of Rule 24f-2 (the "Rule") under the
Investment Company Act of 1940 (the "1940 Act"). We understand that the Trust
has previously filed a registration statement on Form N-1A under the Securities
Act of 1933 (File No. 2-95074), adopting the declaration authorized by paragraph
(a) (1) of the Rule to the effect that an indefinite number of shares of
beneficial interest of the Trust (the "Shares") was being registered by such
registration statement. We also understand that the Trust has registered a
definite number of shares of beneficial interest pursuant to Rule 24e-2 under
the 1940 Act. The effect of the Rule 24f-2 Notice, when accompanied by this
opinion and by the filing fee, if any, payable as prescribed by paragraph (c) of
the Rule, will be to make definite in number the number of Shares sold by the
Trust during the fiscal year ended September 30, 1996, in reliance upon the Rule
(the "Rule 24f-2 Shares").
We have provided legal services to the Trust when requested to do so by the
Trust with respect to specific matters since April, 1993. Our opinion is based
entirely upon the knowledge of the affairs of the Trust that we have gained from
providing such limited services, on our review of the form of the Rule 24f-2
Notice being filed by the Trust, and our review of a copy of the Trust's
original certificate of authorization to do business, dated November 20, 1940,
provided to us by an officer of the Trust.
The Trust has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Trust current at the time of sale, and
that the Rule 24f-2 Shares were sold for a consideration not less than the net
asset value thereof as required by the 1940 Act.
Based upon the foregoing, it is our opinion that:
1. The Trust has been duly organized and is legally existing
under the laws of the State of New York.
2. The Trust is authorized to issue an unlimited number of
Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Trust, and to the
filing of this opinion under the securities laws of any state.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
