SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
RSI Retirement Trust
(Name of Registrant as Specified In Its Charter)
--------------------------------------------
Board of Trustees of RSI Retirement Trust
(Name of Person(s) Filing Proxy Statement)
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Payment of Filing Fee (Check the appropriate box): None
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6 (i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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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.)
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
RSI RETIREMENT TRUST
317 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF ANNUAL MEETING OF TRUST PARTICIPANTS
May 28, 1998
------------
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 May 28, 1998 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, 1998.
3. 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 March
31, 1998 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,
/s/ Stephen P. Pollak
STEPHEN P. POLLAK
Executive Vice President,
Counsel and Secretary
DATED: New York, New York
April 20, 1998
<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 ("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 May 28, 1998, 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 April 21, 1998.
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 and revoking the proxy in person.
The Trustees have fixed the close of business on March 31, 1998 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 12,564,713.377 Units of
beneficial interest, which are divided into separate Investment Funds as
follows:
Core Equity Fund ......................................2,349,879.185
Emerging Growth Equity Fund ...........................1,036,722.660
Value Equity Fund .....................................1,196,278.602
International Equity Fund ...............................789,169.688
Actively Managed Bond Fund ............................4,162,501.917
Intermediate-Term Bond Fund ...........................1,980,858.766
Short-Term Investment Fund ............................1,049,302.559
Dedicated Bond Fund ...........................................0.000
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.
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.
<PAGE>
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.
PROPOSAL 1
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 12 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."
Two of the three 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) that
are stockholders of Retirement System Group Inc., parent company of Retirement
System Investors Inc. ("Investors"), with the Trust, or with Investors. Any
nominee or Trustee who is an officer or director of Investors is indicated by a
dagger (+).
Nominees For Election As Trustees:
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
- ---------- ----- ----------------------------- ---------
Candace Cox 46 President and Chief Investment 1992
Officer, Bell Atlantic (formerly
NYNEX) Asset Management Company
since November 1995, Vice President
and Managing Director, between
September 1992 and October 1995;
Director of Financial Women's
Association.
<PAGE>
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
- ---------- ----- ----------------------------- ---------
William A. McKenna, Jr. * 61 Chairman, President and Chief ----
Executive Officer, Ridgewood
Savings Bank, Ridgewood, New York
since January 1992; Trustee of
Ridgewood Savings Bank; Trustee of
St. Joseph's College; Director of
St. Vincent's Services; Director
of Boy's Hope; Director of M.S.B.
Fund, Inc.; Director of
Institutional Investors Mutual Fund,
Inc.; Member of the Cardinal's
Committee of the Laity; Member of
University Council, St. John's
University; Member of the Dean's
Executive Council, Hofstra
University School of Business.
Raymond L. Willis 62 Private Investments since March 1985
1989; formerly 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 Association of
Private Pension and Welfare Plans;
Trustee of Employee Benefits Research
Institute.
Trustees Serving With A Term Expiring In One Year:
William Dannecker * + 58 President of the Trust since May 1987
1986; President and 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; Director
of RSG Insurance Agency Inc. since
March 1996; President of Retirement
System Fund Inc. from February 1991
to July 1997 and Director from
November 1990 to July 1997.
Covington Hardee 79 Retired since 1984; formerly 1977
Chairman of the Board of
The Lincoln Savings Bank, FSB,
New York.
<PAGE>
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
- ---------- ----- ----------------------------- ---------
Maurice E. Kinkade 56 Director of Development, 1987
Maplebrook School, since
September, 1994; President of
KINCO Management since June 1992;
formerly Chairman and Chief
Executive Officer of Poughkeepsie
Savings Bank, FSB, Poughkeepsie,
New York, from 1984 and 1980,
respectively, to February 1990,
and President from August 1986
to February 1990 and between
1980 and 1984.
William G. Lillis 67 Real Estate Consultant; formerly 1986
President and Chief Executive
Officer from April 1981
and December 1989, respectively,
to November 1991 of American
Savings Bank, FSB.
Trustees Serving With A Term Expiring in Two Years:
Herbert G. Chorbajian * 59 Chairman and Chief Executive Officer 1994
since October 1990 and President
and Director since June 1985 of
ALBANK, FSB; Chairman, President
and Chief Executive Officer of
ALBANK Financial Corporation since
April 1992; Director or Trustee of
the Federal Home Loan Bank of New
York; the New York Business Development
Corporation; the Albany Memorial
Hospital Foundation, Inc.; the Albany
Cemetery Association; and the
Albany College of Pharmacy.
James P. Cronin 52 President, Treasurer and Chief 1997
Executive Officer since May 1987
of The Dime Savings Bank of Norwich;
Director or Trustee of Mutual
Investment Fund of Connecticut;
Hartford Mutual Investment Fund;
Connecticut Association of Securities
Inc.; Norwich Free Academy;
St. Jude Common; John S. Blackmar
Fund; Eastern Connecticut Foundation
for Public Giving; and St. Patrick
Cathedral School Board of Education.
Ralph L. Hodgkins, Jr. 64 Retired since August 1995; Vice 1983
President, Peoples Heritage Bank,
Portland, Maine from September 1994
to August 1995; President and Chief
Executive Officer, Mid Maine Savings
Bank, FSB, Auburn, Maine from August
1970 to August 1994; Trustee and
Investment Committee Chair of
University of Maine System.
<PAGE>
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
- ---------- ----- ----------------------------- ---------
William L. Schrauth * 62 President and Chief Executive 1981
Officer since August 1, 1977
of The Savings Bank of Utica,
Utica, New York; Director of
Retirement System Group Inc.;
Director of Economic Development
Growth Enterprises Corporation;
Director of the Community
Foundation of Herkimer and Oneida
Counties, Inc.
William E. Swan * 50 President and Chief Executive 1994
Officer, Lockport Savings Bank,
Lockport, New York since July 1989;
Director or Trustee of Christ the
King Seminary; Buffalo Niagara
Partnership; St. Bonaventure
University; Federal Reserve Bank
of New York, Buffalo Branch; New York
Business Development Corp.;
Community Bankers Association of
New York State; AAA of Western and
Central New York; Catholic Charities
of Buffalo, New York; Lockport
Savings Bank; Lockport Savings Bank
Foundation; and Niagara Bancorp, Inc.
All Trustees and officers of the Trust as a group owned less than 1% of
the Units outstanding of each Investment Fund and of the Trust as a whole as of
March 31, 1998.
The Trust has an Audit Committee, Board Affairs Committee, Nominating
Committee, 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.)
The Audit Committee, which met three times during the Trust's fiscal
year ended September 30, 1997, presently consists of Messrs. Chorbajian, Cronin
and Kinkade. 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 Board Affairs Committee, which met one time during the Trust's
fiscal year ended September 30, 1997, presently consists of Messrs. Hardee,
Schrauth and Willis. The Board Affairs Committee addresses issues involving
conflicts of interest between the Trust and Retirement System Group Inc. and its
subsidiaries. The Committee also addresses procedural issues of the Board of
Trustees.
The Investment Committee, which met four times during the Trust's
fiscal year ended September 30, 1997, 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.
<PAGE>
The Nominating Committee, which met one time during the Trust's fiscal
year ended September 30, 1997, 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 met two times during the Trust's fiscal year
ending September 30, 1997, 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 Trust's Board of Trustees held six regular meetings during the
Trust's fiscal year ended September 30, 1997. There were no special meetings.
During the Trust's fiscal year ended September 30, 1997, 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, 1997,
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. Each of the executive
officers of the Trust serves as an officer or director of Investors.
Principal Occupation,
Business Experience
During Last 5 Years,
Name Age Present Directorships
James P. Coughlin 61 Executive Vice President-Investments of the
Trust since July 1995, Senior Vice President
-Investments from December 1986 to July 1995;
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. from January 1991 to
July 1997.
Stephen P. Pollak 52 Executive Vice President, Counsel and
Secretary of the Trust since July 1995,
Senior Vice President, Counsel and
Secretary from December 1986 to July 1995;
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; President of
RSG Insurance Agency Inc. since March 1996
and Director since March 1996; Senior Vice
President, Counsel and Secretary of
Retirement System Fund Inc. from January 1991
to July 1997 and Director from November 1990
to July 1997.
<PAGE>
Principal Occupation,
Business Experience
During Last 5 Years,
Name Age Present Directorships
John F. Meuser 62 Senior Vice President of the Trust since July
1996, Treasurer of the Trust from October
1992 to March 1998, Vice President from
October 1992 to July 1996; Vice President of
Retirement System Group Inc. since January
1993; 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; Senior Vice President and Treasurer of
Retirement System Fund Inc. from October 1996
to July 1997 and Vice President and Treasurer
from October 1992 to October 1996.
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, 1997. Trust
officers received no compensation from the Fund during the fiscal year ended
September 30, 1997:
Name of Trustee Aggregate Compensation From the Fund
--------------- ------------------------------------
Herbert G. Chorbajian $18,050
Candace Cox 19,500 *
James P. Cronin 1,742
William Dannecker -0-
Eugene C. Ecker 14,250
Covington Hardee 16,250 *
Ralph L. Hodgkins, Jr. 16,750
Maurice E. Kinkade 18,350 *
William G. Lillis 17,500 *
William L. Schrauth 17,500
William E. Swan 13,300 *
Raymond L. Willis 22,250
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.
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 of 1986, as
amended. Under the Plan, Trustees may defer up to the lesser of $8,000 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.
* 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, 1997 is as follows: Ms.
Cox ($105,655); Mr. Hardee ($53,906); Mr. Kinkade ($164,650), Mr. Lillis
($36,852) and Mr. Swan ($11,935). There are no pension or retirement benefits.
<PAGE>
Deferred compensation attributable to the Plan may be invested in one
or more outside investments as shall be made available by the Trust from time to
time, in its sole discretion, as authorized by the Trustees.
PROPOSAL 2
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 January 22,
1998, 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, 1998.
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.
Information Concerning Investors
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 sub-adviser services to The
Enterprise Group of Funds Inc., and may also act as investment adviser or
sub-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
President, Chief Executive Officer and Director -
Retirement System Group Inc.
President and Director -
Retirement System Consultants Inc.
President, Director and Registered Principal -
Retirement System Distributors Inc.
Director - RSG Insurance Agency Inc.
<PAGE>
Title and Other
Name Principal Occupation, if any
James P. Coughlin President
Executive Vice President, Chief Investment Officer
and Director - Retirement System Group Inc.
Registered Principal -
Retirement System Distributors Inc.
Stephen P. Pollak Director, Vice President and Secretary
Executive Vice President, Counsel, Secretary and
Director - Retirement System Group Inc.
Vice President, Counsel, Secretary and Director -
Retirement System Consultants Inc.
Vice President, Secretary, Registered Principal
and Director - Retirement System Distributors Inc.
President - RSG Insurance Agency Inc.
In addition to acting as Investment Manager for the Trust, Investors
acts as investment sub-adviser to The Enterprise Group of Funds, Inc., resulting
in compensation paid to Investors, for the year ended September 30, 1997, as
follows:
Investment Rate of
Portfolio Name Total Assets Compensation
-------------- ------------ ------------
Growth and Income Fund $17,614,154 .30%
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, 1997,
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, 1997, Consultants received fees
from the Trust in the aggregate amount of $2,730,235.
<PAGE>
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 March 31, 1998. 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):
ALBANK, FSB .............................................780,821.130 6.21%
Ridgewood Savings Bank ..................................657,707.003 5.23%
Core Equity Fund:
Ridgewood Savings Bank ..................................141,384.194 6.02%
ALBANK, FSB .............................................136,325.966 5.80%
Emerging Growth Equity Fund:
Ridgewood Savings Bank ...................................56,757.635 5.47%
ALBANK, FSB ..............................................54,718.630 5.28%
International Equity Fund:
ALBANK, FSB ..............................................71,497.156 9.06%
Staten Island Savings Bank ...............................42,665.139 5.41%
Roosevelt Savings Bank ...................................40,903.035 5.18%
Value Equity Fund:
Ridgewood Savings Bank ...................................80,328.507 6.71%
ALBANK, FSB ..............................................77,454.779 6.47%
Actively Managed Bond Fund:
ALBANK, FSB .............................................307,220.007 7.38%
Ridgewood Savings Bank ..................................264,298.455 6.35%
Intermediate-Term Bond Fund:
ALBANK, FSB .............................................133,604.592 6.74%
Ridgewood Savings Bank ..................................114,938.212 5.80%
Short-Term Investment Fund:
Independence Savings Bank * .............................143,306.806 13.66%
Roosevelt Savings Bank * ................................136,783.802 13.04%
Institutional Group Information Corp. * ..................90,068.241 8.58%
Northfield Savings Bank, FSB * ...........................86,479.589 8.24%
The Dime Savings Bank of Williamsburgh, FSB * ............54,306.151 5.18%
Dedicated Bond Fund:
None ..................................................... -- --
* Defined contribution plan
<PAGE>
The addresses of these institutions are as follows:
ALBANK, FSB, 10 North Pearl Street, Albany, New York, New York 12207;
Independence Savings Bank, 195 Montague Street, Brooklyn, New York 11201;
Institutional Group Information Corp., 1000 Northern Blvd., Great Neck, New York
11021-5305; Northfield Savings Bank, FSB, 1731 Victory Boulevard, Staten Island,
New York 10314-0025; Ridgewood Savings Bank, Myrtle & Forest Avenues, Ridgewood,
New York 11385; Roosevelt Savings Bank, 1122 Franklin Avenue, Garden City, New
York 11530; Staten Island Savings Bank, 15 Beach Street, Stapleton, Staten
Island, New York 10304; and The Dime Savings Bank of Williamsburgh, FSB, 209
Havemeyer Street, Brooklyn, New York 11211.
Vote Required
Election of Trustees and the approval of the selection of McGladrey &
Pullen as independent accountants (Proposals 1 and 2) 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.
Deadline For Submission Of Trust Participants'
Proposals To Be Presented To
1999 Annual Meeting Of Trust Participants
The 1999 Annual Meeting of Trust Participants is expected to be held
on or about May 27, 1999. Any proposal intended to be presented by any Trust
Participant for action at the 1999 Annual Meeting of Trust Participants must be
received by the Secretary of the Trust at 317 Madison Avenue, New York, New York
10017, not later than January 27, 1999 in order for such proposal to be included
in the Proxy Statement and proxy relating to the 1999 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 1999 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. Copies of the Trust's Annual Report
for the fiscal year ended September 30, 1997 and Semi-Annual Report for the six
months ended March 31, 1998 are 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,
/s/ Stephen P. Pollak
STEPHEN P. POLLAK
Executive Vice President,
Counsel and Secretary
New York, New York
April 20, 1998
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RSI RETIREMENT TRUST
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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 May
28, 1998 and the Proxy Statement attached thereto, and does hereby appoint
Stephen P. Pollak and Heidi Viceconte 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 May 28, 1998, 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
William A. McKenna, Jr.
Raymond L. 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.
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(2) Selection of McGladrey & Pullen as the Trust's independent
accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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(3) 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, 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. *
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(Print Name of Trust Participant) Account no.
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(Designated Plan Unitholder, if applicable)
By: Dated: , 1998
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(Signature of individual unitholder, or person, officer
or committee duly designated by Trust Participant)
* 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.
(2)
