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RSI RETIREMENT TRUST
SUPPLEMENT DATED JANUARY 29, 1999
TO PROSPECTUS DATED JANUARY 1, 1999
On January 28, 1999, the Board of Trustees of RSI Retirement Trust (the
"Trust") met and approved several changes relating to one of the two investment
sub-advisers of the Emerging Growth Equity Fund. The Board terminated the
investment sub-advisory agreement between Retirement System Investors Inc.
("Investors") and Friess Associates Inc. ("Friess"), effective, upon the
concurrence of Friess, February 8, 1999. Investors, investment manager to the
Trust, will assume portfolio management of $10 million of the Emerging Growth
Equity Fund on February 8, 1999, with the balance of the portfolio to be managed
by HLM Management Company, Inc., ("HLM"), the remaining sub-advisor of the
Emerging Growth Equity Fund. Under its Investment Management Agreement with the
Trust, the Trust pays Investors an annual fee of 1.0% of the portfolio assets
managed directly by Investors, payable as of the last day of each month, based
on average daily net assets during such month. This portion of the annual
advisory fee is the same as that paid to Friess under its investment
sub-advisory agreement. In addition, the Trust pays a fee to Investors, as
described in the Prospectus, for the portion of the Emerging Growth Equity Fund
managed by HLM. This fee arrangement has not been changed. An amended Investors
advisory agreement will be submitted for unitholder approval at the Annual
Meeting of Unitholders to be held during April 1999.
