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 Section 240.14a-11(c) or Section 240.14a-12
RSI Retirement Trust
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(Name of Registrant as Specified In Its Charter)
Board of Trustees of RSI Retirement Trust
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box): None
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(1), 14a-6 (i)(2) or
Item 229a)(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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4) Date Filed:
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<PAGE>
RSI RETIREMENT TRUST
317 MADISON AVENUE
NEW YORK, NEW YORK 10017
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NOTICE OF ANNUAL MEETING OF TRUST PARTICIPANTS
April 26, 1999
-------------------------
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 April 26, 1999 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, 1999.
3. (Emerging Growth Equity Fund unitholders only) To approve or disapprove
of portfolio management by Retirement System Investors Inc. (the
Emerging Growth Fund's investment manager) for a portion of the
Emerging Growth Equity Fund.
4. (International Equity Fund unitholders only) To approve or disapprove
of a new investment sub-advisory agreement between Retirement System
Investors Inc. (the International Equity Fund's investment manager)
and Bank of Ireland Asset Management (U.S.) Limited (the International
Equity Fund's sub-advisor).
5. (International Equity Fund unitholders only) To approve or disapprove
of a new investment management agreement between the Trust and
Retirement System Investors Inc. for management of the International
Equity Fund.
6. (Value Equity Fund unitholders only) To approve or disapprove of a new
investment management agreement between the Trust and Retirement
System Investors Inc. for management of the Value Equity Fund.
7. 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
12, 1999 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
March 26, 1999
<PAGE>
RSI RETIREMENT TRUST
317 MADISON AVENUE
NEW YORK, NEW YORK 10017
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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 April 26, 1999, 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 March 26, 1999.
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 12, 1999 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 12,532,492.242 Units of
beneficial interest, which are divided into separate Investment Funds as
follows:
Core Equity Fund ......................................2,026,308.066
Emerging Growth Equity Fund ........................... 889,324.590
Value Equity Fund .....................................1,052,130.228
International Equity Fund ............................. 645,743.024
Activity Managed Bond Fund ............................4,897,093.885
Intermediate-Term Bond Fund ...........................1,800,754.422
Short-Term Investment Fund ............................1,221,138.027
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
<PAGE>
adjournment thereof. Units of the Emerging Growth Equity Fund will be voted
separately with respect to approval or disapproval of portfolio management by
Retirement System Investors Inc. ("Investors") of a portion of the Emerging
Growth Equity Fund. Units of the International Equity Fund will be voted
separately with respect to approval or rejection of the new Investment
Sub-Advisory Agreement between Investors, the International Equity Fund
Investment Manager, and Bank of Ireland Asset Management (U. S.) Limited
("BIAM"), and approval or rejection of the new Investment Management Agreement
between the Trust and Investors, resulting, at current asset levels, in an
increase of the investment management fee rate payable by the International
Equity Fund. Units of the Value Equity Fund will be voted separately with
respect to approval or rejection of a new Investment Management Agreement
between the Trust and Investors, resulting in an increase of the investment
management fee rate payable by the Value Equity Fund. The following table
summarizes the foregoing information:
<TABLE>
<CAPTION>
PROPOSAL INVESTMENT FUNDS VOTING
<S> <C>
1. Election of Trustees All
2. Ratification of Accountants All
3. Approval or Disapproval of Portfolio Emerging Growth Equity Fund only
Management by Investors of a portion of the
Emerging Growth Equity Fund
4. Approval or Disapproval of Investment International Equity Fund only
Sub-Advisory Agreement Between BIAM and Investors
5. Approval or Disapproval of Investment Management International Equity Fund only
Agreement Between International Equity Fund and
Investors
6. Approval or Disapproval of Investment Management Value Equity Fund only
Agreement Between
Value Equity Fund and Investors
</TABLE>
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
-2-
<PAGE>
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
Proposals 3, 4, 5 and 6. Approval of Proposals 4 and 5 are contingent upon
approval of each other.
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 and will be comprised of 11
members upon the April 26, 1999 retirement of Trustee Covington Hardee. 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."
The three nominees for Trustees 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".
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<PAGE>
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, with the Trust, or with
Investors. Any nominee or Trustee who is an officer or director of Investors is
indicated by a dagger (+).
<TABLE>
<CAPTION>
Nominees For Election As Trustees:
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
<S> <C> <C> <C>
William Dannecker + 59 President of the Trust since May 1986; President and Director 1987
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 of Retirement System
Distributors Inc. from December 1990 to March 1999 and Director
since July 1989; Director of RSGroup Trust Company since June
1998 and President and Chief Executive Officer from June 1998
to January 1999; Chief Operating Officer since January 1999;
Director of RSG Insurance Agency Inc. since March 1996.
Maurice E. Kinkade 57 Director of Development, Maplebrook School.
William G. Lillis 68 Real Estate Consultant. 1986
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Trustees Serving With A Term Expiring In One Year:
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
<S> <C> <C> <C>
Herbert G. Chorbajian 60 Vice Chairman of Charter One Financial, Inc. since November 1994
1998; Chairman and Chief Executive Officer from October 1990
to November 1998 and President and Director from June 1985 to
November 1998, ALBANK, FSB, Albany, New York; Vice Chairman
of the Federal Home Loan Bank of New York; Vice Chairman of the
New York Business Development Corporation; Director or
Trustee of the Albany Memoral Hospital Foundation, Inc; the
Albany College of Pharmacy; the Albany Cemetery Association; the
Albany Arts Commission; the Capitalize Albany Advisory Committee;
and the Fort Orange Club.
James P. Cronin 53 President, Treasurer and Chief Executive Officer since May 1987 1997
of The Dime Savings Bank of Norwich; Director or Trustee of
RSGroup Trust Company; Mutual Investment Fund of Connecticut;
Hartford Mutual Investment Fund; INFINEX; Norwich Free
Academy; St. Jude Common; John S. Blackmar Fund; and Eastern
Connecticut Foundation for Public Giving.
Ralph L. Hodgkins, Jr. 65 Trustee and Investment Committee Chair, University of Maine 1983
System; Vice 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.
William L. Schrauth * 63 President and Chief Executive Officer, The Savings Bank of 1981
Utica, Utica, New York; Director of Retirement System Group
Inc.; RSGroup Trust Company; and Utica Foundation, Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
<S> <C> <C> <C>
William E. Swan * 51 President and Chief Executive Officer, Lockport Savings Bank, 1994
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; Catholic Charities of
Buffalo, New York; Lockport Savings Bank; Lockport Savings Bank
Foundation; Niagara Bancorp, Inc.; Warren-Hoffman Associates,
Inc.; NOVA Healthcare Administrators; and Foote-Mandaville
Agency Inc.
Trustees Serving With A Term Expiring In Two Years:
Candace Cox 47 Managing Director, Emerald Capital Advisors, since December 1992
1998; formerly President and Chief Investment Officer, Bell
Atlantic (formerly NYNEX) Asset Management Company from
November 1995 to May 1998; Vice President and Managing
Director, between September 1992 and October 1995; Director of
Financial Women's Association.
William A. McKenna, Jr. * 62 Chairman, President and Chief Executive Officer, Ridgewood 1998
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 63 Private Investments; Chairman, U.T.C. Pension Trust, Ltd.; 1985
President, U.T. Insurance, Ltd.; Director of Association of
Private Pension and Welfare Plans; Trustee of Employee Benefits
Research Institute.
</TABLE>
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<PAGE>
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 two times during the Trust's fiscal year
ended September 30, 1998, 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 did not meet during the Trust's fiscal
year ended September 30, 1998, 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, 1998, 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 Nominating Committee, which met one time during the Trust's fiscal year
ended September 30, 1998, presently consists of Ms. Cox and Messrs. McKenna 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 one time during the Trust's fiscal year
ending September 30, 1998, 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, 1998. There were no special meetings. During the
Trust's fiscal year ended September 30, 1998, each Trustee currently serving
attended at least 75% of the aggregate of (a) the total number of meetings of
the Board of Trustees (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).
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<PAGE>
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, 1998, 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, with the exception of Heidi Viceconte, serves as an officer or
director of Investors. Principal Occupation,
<TABLE>
<CAPTION>
Business Experience
During Last 5 Years,
Name Age Present Directorships
<S> <C> <C>
James P. Coughlin 62 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; President of Retirement System Investors
Inc. since February 1990.
Stephen P. Pollak 53 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 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 and
Director of RSG Insurance Agency Inc. since March 1996; Executive
Vice President, Counsel and Secretary of RSGroup Trust Company since
August 1998 and Director since June 1998.
John F. Meuser 63 Senior Vice President of the Trust since July 1996 and Treasurer from
July 1996 to July 1998; Vice President and Treasurer from October
1992 to July 1996; Senior Vice President of Retirement System Group
Inc. since January 1998; Vice President from January 1993 to
December 1997; 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 of RSGroup Trust Company since
August 1998.
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Business Experience
During Last 5 Years,
Name Age Present Directorships
<S> <C> <C>
Heidi Viceconte 33 First Vice President and Treasurer of the Trust since July 1998;
Second Vice President from July 1995 to July 1998; Manager of Trust
Accounting since November 1994; First Vice President of Retirement
System Group Inc. since July 1998; Second Vice President from January
1995 to December 1997.
</TABLE>
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, 1998. Trust officers
received no compensation from the Trust during the fiscal year ended September
30, 1998:
Name of Trustee ...........................Aggregate Compensation From the Fund
Herbert G. Chorbajian .......................................... $15,200
Candace Cox .................................................... 19,500
James P. Cronin ................................................ 17,100
William Dannecker .............................................. - 0 -
Covington Hardee ............................................... 14,250*
Ralph L. Hodgkins, Jr .......................................... 16,250
Maurice E. Kinkade ............................................. 16,350
William A. McKenna, Jr ......................................... 6,017
William G. Lillis .............................................. 15,600*
William L. Schrauth ............................................ 17,100
William E. Swan ................................................ 15,600
Raymond L. Willis .............................................. 19,400
Officers' Cash Compensation
Officers of the Trust do not receive any direct compensation from the
Trust; however, they do receive compensation from Retirement System Group Inc.
- ----------------------------
* 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, 1998 is as follows: Ms.
Cox ($96,487); Mr. Hardee ($39,371); Mr. Kinkade ($163,556); Mr. Lillis
($29,109) and Mr. Swan ($10,871). There are no pension or retirement benefits.
-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, the Trustees may defer up to the lesser of $10,000 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.
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 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 March 25, 1999, McGladrey &
Pullen, LLP, 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, 1999.
Representatives of McGladrey & Pullen, LLP 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, LLP AS THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS.
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<PAGE>
PROPOSAL 3
Portfolio Management by Investors
of a Portion of the Emerging Growth Equity Fund
(Proposal to be voted on by Trust Participants
of the Emerging Growth Equity Fund)
Retirement System Investors Inc. ("Investors") currently serves as
investment manager for the Emerging Growth Equity Fund pursuant to an Investment
Management Agreement dated July 29, 1997 between the Trust on behalf of the
Emerging Growth Equity Fund and Investors. The Investment Management Agreement
was approved by Trust Participants of the Emerging Growth Equity Fund at a
meeting held on July 29, 1997. The Investment Management Agreement provides that
Investors shall supply portfolio management services to the Emerging Growth
Equity Fund, and that Investors may, with the approval of the Trustees and the
Trust Participants, retain a sub-advisor to provide such portfolio management
services, subject to oversight by Investors. From January 2, 1990 through
February 7, 1999, Friess Associates, Inc. ("Friess"), provided portfolio
management services to the Emerging Growth Equity Fund pursuant to an investment
sub-advisory agreement (the "Friess Sub-Advisory Agreement") between Investors
and Friess which was most recently approved by Trust Participants at their July
23, 1998 meeting. Investors has retained HLM Management Company, Inc. ("HLM")
Management Company pursuant to a separate investment sub-advisory agreement to
provide portfolio management services with respect to the remaining portion of
the Emerging Growth Equity Fund. That Agreement is not the subject of this proxy
statement and HLM will continue to provide such services following the Meeting.
On January 28, 1999, the Board of Trustees, considered and approved a
proposal by the Investment Committee of the Board of Trustees ("Investment
Committee"), to terminate the Friess Sub-Advisory Agreement, effective upon the
concurrence of Friess (which was granted on February 8, 1999). The Board of
Trustees also approved a proposal under which Investors would directly manage a
portion of the Emerging Growth Equity Fund and directed that the proposal be
submitted to the Emerging Growth Equity Fund's Trust Participants for approval.
Effective February 8, 1999, Investors initially assumed investment management
of $10 million of the Emerging Growth Equity Fund, with the balance of the
former Friess portfolio managed by HLM, the remaining sub-advisor of the
Emerging Growth Equity Fund, under the terms of the Investment Sub-Advisory
Agreement between Investors and HLM. Investments in the Emerging Growth Equity
Fund made after February 8, 1999 have been allocated in the ratio of 85%/15%
between HLM and Investors, respectively.
Under the rules of the Act, Investors may continue to act as a manager with
respect to the Emerging Growth Equity Fund for a period of 120 days after
termination of the Friess Sub-Advisory Agreement, provided that compensation to
be received by Investors during this period does not exceed the compensation
which would have been paid if the Friess Sub-Advisory Agreement were still in
effect.
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<PAGE>
While approval of Investors to initially manage a portion of the portfolio
of the Emerging Growth Equity Fund 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 Friess Sub-Advisory Agreement
and to appoint Investors to manage a portion of the Emerging Growth Equity Fund
(with the balance managed by HLM), the Investment Committee and the Board of
Trustees considered various factors in the following order of importance: first
and most importantly, the Trustees considered performance of Friess in
comparison to similar funds and relevant performance benchmarks. Secondly, the
Trustees considered Investors' expanding research capabilities on emerging
industries and companies. Thirdly, the Trustees considered Investors'
performance managing a hypothetical investment portfolio for the calendar year
ended December 31, 1998, compared to relevant performance benchmarks. Finally,
the Trustees considered the total advisory fees payable with respect to the
Emerging Growth Equity Fund.
Under the present Investment Management Agreement between the Trust and
Investors, the Trust paid Investors an annual fee of 1.2% of the Emerging Growth
Equity Fund assets managed, payable as of the last day of each month, based on
average daily net assets during such month. From this amount, Investors retained
0.20% of average daily net assets under management by sub-advisor Friess and the
remainder was paid by Investors to Friess. 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 Friess. 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 Emerging Growth Equity
Fund and Investors provides that if the Emerging Growth Equity Fund no longer
retains a sub-advisor, 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 1.0% with
respect to the portfolio assets managed directly by Investors. This is the same
as the fee that had been paid to Friess under the Friess Sub-Advisory Agreement.
(In addition, Investors is paid a fee by the Trust with respect to the portfolio
assets managed by HLM, for which Investors retains .20% of the average daily net
assets. This fee arrangement has not changed.)
During its fiscal year ended September 30, 1998, the Trust paid Investors,
with respect to the portion of the Emerging Growth Equity Fund managed by
Friess, $583,305, from which amount Investors paid $469,403 to Friess. With
respect to the portion of the Fund managed by HLM, the Trust paid Investors
$323,444, from which amount Investors paid $267,399 to HLM. The total advisory
fees paid to Investors for such period was $906,749. If the proposed advisory
and fee arrangements had been in effect, the Emerging Growth Equity Fund would
have paid $783,547 to Investors which would have resulted in an expense savings
to the Emerging Growth Equity Fund in the amount of $123,202.
-12-
<PAGE>
After taking all of the above factors into consideration, the Board of
Trustees of the Trust (including a majority of the Trustees who are not
"interested persons" (as defined in the Act) of the Trust (the "Independent
Trustees"), unanimously approved the proposal that Investors manage a portion of
the Emerging Growth Equity Fund, effective February 8, 1999. The Trustees
concluded that it was in the best interests of the Trust and of the Emerging
Growth Equity Fund to effect this change as of February 8, 1999, subject to
Trust Participant approval. Accordingly, the Friess contract was terminated
effective February 8, 1999 and Investors has been managing a portion of the
Emerging Growth Equity Fund since that date. The Emerging Growth Equity Fund has
been paying Investors an advisory fee at the new, lower rate since that date.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF PORTFOLIO MANAGEMENT BY
INVESTORS OF A PORTION OF THE EMERGING GROWTH EQUITY FUND.
PROPOSAL 4
New Investment Sub-Advisory Agreement
between Retirement System Investors Inc. and
Bank of Ireland Asset Management (U.S.) Limited
(Proposal to be voted on by Trust Participants
of the International Equity Fund)
Investors currently serves as investment manager for the International
Equity Fund pursuant to an Investment Management Agreement (the "Current
Management Agreement") dated July 29, 1997 between the Trust, on behalf of the
International Equity Fund, and Investors. The Current Management Agreement was
approved by Trust Participants of the International Equity Fund at a meeting
held on July 31, 1993, and was most recently approved by the Board of Trustees
at its meeting on July 23, 1998. The current management agreement provides that
Investors shall supply portfolio management services to the International Equity
Fund, and that Investors may, with the approval of the Trustees and Trust
Participants, retain one or more sub-advisors to provide such portfolio
management services, subject to oversight by Investors. From May 1, 1984 through
June 30, 1988, Morgan Grenfell Investment Services Limited ("Morgan Grenfell")
provided portfolio management services to a portion of the International Equity
Fund and from June 30, 1988 to March 1, 1999, Morgan Grenfell solely provided
these services. Morgan Grenfell provided these services pursuant to an
investment sub-advisory agreement (the "Morgan Grenfell Sub-Advisory Agreement")
between Investors and Morgan Grenfell which was most recently approved by the
Board of Trustees at its July 23, 1998 meeting and by Trust Participants of the
International Equity Fund on July 30, 1993. Effective March 1, 1999, Investors
terminated the Morgan Grenfell Sub-Advisory Agreement and retained Bank of
Ireland Asset Management (U.S.) Limited ("BIAM") pursuant to a new investment
sub-advisory agreement (the "BIAM Sub-Advisory Agreement") approved by the Board
of Trustees on January 28, 1999, to provide portfolio management services for
the International Equity Fund.
-13-
<PAGE>
Under the rules of the Act, BIAM may continue to act as investment
sub-advisor with respect to the International Equity Fund for a period of 120
days after termination of the Morgan Grenfell Sub-Advisory Agreement, provided
that compensation to be received by BIAM during this period does not exceed the
compensation which would have been paid if the Morgan Grenfell Sub-Advisory
Agreement were still in effect. Accordingly, pending unitholder approval of the
new BIAM Sub-Advisory Agreement, BIAM has agreed to provide portfolio management
services to the International Equity Fund at the rate of compensation and upon
the other terms and conditions of the Morgan Grenfell Sub-Advisory Agreement. In
addition, the Trust pays a fee to Investors, as described in the Prospectus, for
the assets of the International Equity Fund managed by BIAM. This fee
arrangement has not changed.
In evaluating the proposal to terminate Morgan Grenfell as sub-advisor to
the International Equity Fund, the Investment Committee of the Board of Trustees
(the "Investment Committee") and the Board of Trustees considered various
factors in the following order of importance: first and most importantly, the
Trustees considered performance of Morgan Grenfell in comparison to similar
funds and relevant performance benchmarks. Secondly, the Trustees considered the
investment style used by this manager, which is categorized as a top down and
bottom up manager with a mandate to the MSCI EAFE Index ("EAFE"). Since Japan,
which was the second largest equity market until mid-1998, had a meaningful
representation in the EAFE weightings by country, and recognizing that Japan has
been out-of-favor for most of the decade of the 1990's, Morgan Grenfell's
holdings in Japan were adversely effected by market performance/investor
sentiment. The Trustees also considered the recommendation of the Investment
Committee to replace Morgan Grenfell with a quality manager that employs top
down considerations coupled with strong bottom up stock selection processes with
no mandate to EAFE country weightings. After thoroughly analyzing prospective
managers to replace Morgan Grenfell as the sub-advisor to the International
Equity Fund, the Investment Committee Chairman, at the January 28, 1999 Board of
Trustees' meeting, recommended to the full board their consideration and
approval of BIAM as successor sub-advisor. At this meeting, the Board of
Trustees, including a majority of the Independent Trustees, unanimously approved
the BIAM Sub-Advisory Agreement, and directed that it be submitted to
International Equity Fund Trust Participants for approval.
In evaluating the proposal to appoint BIAM as sub-advisor to the
International Equity Fund, the Investment Committee and the Board of Trustees
considered various factors in the following order of importance: firstly and
most importantly, the Trustees considered the qualifications of BIAM to provide
sub-advisory services, including the credentials and investment experience of
BIAM's officers and employees who will be responsible for the day-to-day
management of the International Equity Fund's portfolio. Secondly, the Trustees
considered the investment capabilities of BIAM in managing a diversified
non-U.S. equities portfolio using a top down and bottom up investment style with
no mandate to EAFE country weightings. Thirdly, the Trustees evaluated the
historical performance record of BIAM in managing other portfolios over time.
In considering the proposal to appoint BIAM, the Investment Committee and
the Board of Trustees also considered the sub-advisory fee payable under the
Morgan Grenfell Sub-
-14-
<PAGE>
Advisory Agreement as compared with the sub-advisory fee payable under the
BIAM Sub-Advisory Agreement. The Trustees considered the fact that, although the
proposed sub-advisory fee rate payable under the BIAM Sub-Advisory Agreement
would change and is slightly higher than the rate payable under the Morgan
Grenfell Sub-Advisory Agreement for current asset levels, the net increase would
be marginal. The following chart describes (1) the investment management fee
rate payable under the Current Management Agreement, and (2) the investment
management fee proposed to be payable by the Trust to Investors with respect to
the portfolio of the International Equity Fund advised by BIAM and the fee
payable by Investors to BIAM under the BIAM Sub-Advisory Agreement. (As
described below, if the BIAM Sub-Advisory Agreement is approved, the fee paid by
the International Equity Fund to Investors will be adjusted to reflect the
different fees payable by Investors to BIAM.)
Investment Management and Sub-Advisory Fee Schedules
Current
<TABLE>
<CAPTION>
Percentage of Average Daily Percentage of Average Percentage of
International Net Assets Payable to Daily Net Assets Retained Assets Payable by
Equity Fund Investors by Investors Investors to
Assets Managed Sub-Advisor
<S> <C> <C> <C>
First $50 Million .80% .20% .60%
Over $50 Million .70% .20% .50%
</TABLE>
Proposed
<TABLE>
<CAPTION>
Percentage of Average Daily Percentage of Average Percentage of
International Net Assets Payable to Daily Net Assets Retained Average Daily Net Assets
Equity Fund Investors by Investors Payable by Investors to
Assets Managed BIAM
<S> <C> <C> <C>
First $20 Million .95% .20% .75%
Next $30 Million .70% .20% .50%
Over $50 Million .55% .20% .35%
</TABLE>
Pro Forma Comparison of Current Management and Sub-Advisory Agreement
with Proposed Agreements
The following table shows the dollar amount of investment management fees
paid by the International Equity Fund to Investors and the dollar amount of
sub-advisory fees paid by Investors to Morgan Grenfell for the International
Equity Fund assets during the Fund's fiscal year ended September 30, 1998 under
the Current Management Agreement and Morgan Grenfell Sub-Advisory Agreement and
the pro-forma amount of fees that would have been paid assuming the BIAM
Sub-Advisory Agreement and related fee change under the Management Agreement
were in effect during the same period.
-15-
<PAGE>
<TABLE>
<CAPTION>
Fees Payable by
Fee Payable by Fee Retained Investors to
Fund to Investors by Investors Sub-Advisor
<S> <C> <C> <C>
Actual Investment
Management and
Sub-Advisor Fees with $295,732 $74,544 $221,188
Morgan Grenfell
Pro-Forma Investment
Management and
Sub-Advisory Fees with BIAM $308,766 $74,715 $234,051
Percentage Difference
Between Actual and 4.41% 0.23% 5.82%
Pro-Forma Fees
</TABLE>
Set forth below is a comparative fee table showing the actual amount of
fees and expenses paid by the Investment Fund under the Current Management
Agreement for the fiscal year ended September 30, 1998, and the pro-forma amount
of fees and expenses that would have been paid by the Investment Fund assuming
the revised fee under the Management Agreement was in effect, each expressed as
a percentage of average net assets.
<TABLE>
<CAPTION>
Actual Pro-Forma
(As of Sept. 30, 1998) (As of Sept. 30, 1998)
<S> <C> <C>
Management Fee 0.80% 0.84%
Rule 12b-1 N/A N/A
Other Expenses 1.14% 1.14%
Total Fund Operating Expenses 1.94% 1.98%
</TABLE>
Examples
The following examples are intended to assist Trust Participants in
understanding the difference in costs that a Trust Participant would bear under
the Current Management Agreement and Morgan Grenfell Sub-Advisory Agreement as
compared with the BIAM Sub-Advisory Agreement modified fee under the Proposed
Management Agreement (defined below).
You would pay the following expenses on a $10,000 investment, assuming a 5%
annual return and redemption at the end of each time period:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Current Management Agreement and Morgan Grenfell
Sub-Advisory Agreement $197.00 $609.50 $1048.90 $2,283.60
Proposed Management Agreement and BIAM Sub-Advisory
Agreement $201.00 $621.70 $1,069.40 $2,326.00
</TABLE>
-16-
<PAGE>
The examples are based on actual expenses for the fiscal year ended
September 30, 1998 and estimated for the same period, assuming the proposed
management arrangements were in effect. The examples should not be considered a
representation of past or future expenses. Actual expenses may be greater or
less than shown.
Information Concerning the BIAM Sub-Advisory Agreement
The terms and conditions of the BIAM Sub-Advisory Agreement are identical
in all material respects to the terms and conditions of the Morgan Grenfell
Sub-Advisory Agreement, with the exceptions of the service provider, the rate of
compensation (described above) and an indemnification provision with respect to
the sub-advisor. Under the BIAM Sub-Advisory Agreement, BIAM is required to
manage the assets of the International Equity Fund allocated to it, subject to
and consistent with the investment objectives and policies of the Fund as set
forth in the current Prospectus of the Trust and as specified in writing from
time to time by the Trustees and Investors. BIAM is also required to consult
with Investors or the Board of Trustees, as Investors or the Board of Trustees
shall reasonably request with respect to the overall investment policy of the
International Equity Fund.
Under the BIAM Sub-Advisory Agreement, Investors has agreed to indemnify
BIAM generally against all claims arising from any error or omission on the part
of Investors or another sub-advisor and from BIAM's acts or omissions made in
reliance on any certain writings or instructions by Investors or the Trustees,
except by reason of willful misfeasance, bad faith, negligence or gross
negligence by BIAM in the performance of its duties under the Agreement, or by
reason of reckless disregard of its obligations and duties under the Agreement.
A copy of the BIAM Sub-Advisory Agreement is annexed as Exhibit A.
After taking all of the above factors into consideration, the Board of
Trustees of the Trust, including the Independent Trustees, unanimously approved
the BIAM Sub-Advisory Agreement with BIAM.
<PAGE>
Information Concerning BIAM
Set forth below is information concerning BIAM, its address and the names
of its principals and their official titles, including a brief description of
the organization.
BIAM, 20 Horseneck Lane, Greenwich, CT 06830, is a wholly-owned subsidiary
of the Bank of Ireland Group, the address of which is 26 Fitzwilliam Place,
Dublin 2, Ireland. BIAM is part of Bank of Ireland Asset Management Group,
established in 1966. The group began managing portfolios for their North
American based clients in 1989 and currently manages over $16 billion in global
and international equity and fixed-income products.
-17-
<PAGE>
BIAM uses a team approach to manage international equity portfolios. The
central decision-making group is comprised of senior analysts under the
leadership of BIAM's Chief Investment Officer. Within BIAM's fundamental and
value-driven philosophy, the investment approach focuses on bottom-up stock
selection within a framework of economic themes. The names of each of BIAM's
directors and its principal officers, each of whose address is in care of BIAM,
is as follows:
Name ..... Title
William Raymond Cottor ... Director and Chief Executive Officer
Denis Curran ............. Director and President
Gerald Francis Colleary .. Director and Senior Vice President
Denis Patrick Donovan .... Director and Senior Vice President
Michael Christopher Reilly Director and Chief Investment Officer
Thomas Aloysius Finley ... Director
In addition to acting as investment sub-advisor to the Trust's
International Equity Fund, BIAM acts as an investment manager for the following
funds, each of which has an investment objective similar to the International
Equity Fund. For the year ended December 31, 1998, BIAM was compensated as
follows:
<TABLE>
<CAPTION>
Investment Total Rate of
Fund Name Assets Compensation
<S> <C> <C>
Allmerica Select First $50 million 0.45%
International Equity Fund $506.1 million Next $50 million 0.40%
Over $100 million 0.30%
SAFECO International First $50 million 0.60%
Stock Fund $20.2 million Next $50 million 0.50%
Over $100 million 0.40%
American Odyssey First $50 million 0.45%
International Equity Fund $305.5 million Next $50 million 0.40%
Over $100 million 0.30%
The Irish Investment First $100 million 0.75%
Fund Inc. $114.9 million Over $100 million 0.50%
Berger/BIAM $520.2 million 0.90%
</TABLE>
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE PROPOSED BIAM SUB-ADVISORY
AGREEMENT.
-18-
<PAGE>
PROPOSAL 5
Modification of Fee for International Equity Fund Under
Investment Management Agreement with Retirement System Investors Inc.
(Proposal to be voted on by Trust Participants
of the International Equity Fund Only)
As noted above, under Proposal 4, Investors currently serves as investment
manager for the International Equity Fund. Investors supplies portfolio
management services to the International Equity Fund, and may, with the approval
of the Trustees and the Trust Participants, retain one or more sub-advisors to
provide such portfolio management services, subject to oversight by Investors.
Under the Current Management Agreement between the International Equity Fund and
Investors, Investors is paid 0.20% of the average daily net assets under
management in excess of the amount payable by Investors to such sub-advisors.
The amount retained was designed to compensate Investors for its services
provided under the investment management agreement, including oversight services
in monitoring and reporting to the Board of Trustees on the services provided by
the sub-advisors.
If the BIAM Sub-Advisory Agreement is approved, the sub-advisory fee
payable by Investors to BIAM would be modified. As the Current Management
Agreement provides that Investors is paid a fee equal to the sub-advisory fee
plus .20% of average daily net assets, the modification of the sub-advisory fee
will result in a modification of the fees payable by the International Equity
Fund to Investors with respect to the portion of the Investment Fund advised by
BIAM. This modification would be deemed an amendment of the Current Management
Agreement (the "Proposed Management Agreement"). Accordingly, the Board of
Trustees, including the Independent Trustees, have considered and unanimously
approved the Proposed Management Agreement between the Trust and Investors and
directed that it be submitted to the International Equity Fund's Trust
Participants for approval.
Information Concerning the Proposed Management Agreement
The terms and conditions of the Current Management Agreement, are identical
in all material respects to the terms and conditions of the Proposed Management
Agreement, with the exception that, at current asset levels, the fee payable by
the International Equity Fund to Investors has been increased, as described
above. However, under both the Current Management Agreement and the Proposed
Management Agreement, Investors retains 0.20% of the International Equity Fund's
average daily net assets under management. Investors, therefore, will continue
to provide the same services under the Proposed Management Agreement as those
provided under the Current Management Agreement and will retain the same
compensation for such services.
-19-
<PAGE>
Under the Management Agreement, Investors is required to perform
supervisory services pertaining to the ongoing oversight and management of each
sub-advisor retained by Investors. Such services include, but are not limited
to, supervising the compliance by such sub-advisor with the Act, reviewing such
sub-advisor's performance, analysis of the composition of such sub-advisor's
portfolio, and preparing reports relating to such supervisory activities for the
Trustees. In addition, at the request of the Trustees, Investors is required to
conduct a search to find a recommended replacement for any sub-advisor.
Investors is required to prepare presentations to Trust Participants analyzing
the Trust's overall performance based on analysis of each sub-advisor's
performance. Investors also is required to consult with the Trustees and their
representatives at such times as the Trustees may reasonably request with
respect to the overall investment policy of the Investment Fund, and Investors
is required to cause one or more of its officers to attend such meetings with
the Trustees and their representatives and to furnish such oral or written
reports to the Trustees and their representatives, as the Trustees may
reasonably request, with respect to, among other matters, the decisions it has
made with respect to the Investment Fund and the purchase and sale of its
portfolio securities (including the reasons therefore) and the extent to which
such decisions have been implemented. A copy of the Proposed Management
Agreement is annexed as Exhibit B.
In evaluating the proposal to modify the fee payable to Investors by the
International Equity Fund, the Investment Committee of the Board of Trustees,
and the full Board of Trustees considered various factors. The Trustees took
into consideration the fact that the services provided by Investors are central
to the effective operation of the Trust. The Trustees also considered the fact
that Investors will be compensated at the same management fee rate if the
proposal is approved. The Trustees also considered various other factors,
including the amount of the proposed fee in the context of all the other
payments made to Investors and its affiliates. These other payments include
payments made to Retirement System Consultants Inc. under a Service Agreement.
The Trustees also reviewed the costs and benefits derived by Investors and its
affiliates in providing services to the Trust, including the profitability of
the relationship to Investors and its affiliates (without taking into account
any costs of distribution borne or to be borne by them); the manner in which the
proposed fees allocate economies of scale between Investors and the Trust; and
the resulting expense ratios of the International Equity Fund, both absolutely
and relative to comparable investment companies. In light of all these
considerations, the Trustees concluded that approval of the Proposed Management
Agreement with Investors was in the best interests of the International Equity
Fund and the Participants in the Fund, as it would ensure an uninterrupted high
level of advisory services to the Fund.
After taking all of the above factors into consideration, the Board of
Trustees, including the Independent Trustees, unanimously approved the
modification of the Management Agreement.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE PROPOSED INVESTMENT
MANAGEMENT AGREEMENT.
-20-
<PAGE>
PROPOSAL 6
Modification of Fee for Value Equity Fund
Under Investment Management Agreement with
Retirement System Investors Inc.
(Proposal to be voted on by Trust Participants of the Value Equity Fund Only)
Investors currently serves as investment manager for the Value Equity
Fund. Investors supplies portfolio management services to the Value Equity Fund.
Under the current management agreement between the Value Equity Fund and
Investors ("Current Management Agreement"), Investors is paid the following
percentages of the average daily net assets under management:
<TABLE>
<S> <C>
.60% on the first $10 million,
.50% on the next $10 million,
.40% on the next $20 million,
.30% on the next $20 million,
.20% on the next $40 million,
.15% on the next $50 million, and
.10% over $150 million.
</TABLE>
The current unwieldy fee structure for the Value Equity Fund has been in
place since late 1985. Retirement System Distributors, Inc., the principal
underwriter to the Trust has advised the Investment Committee and the Board of
Trustees that a simplified fee structure would be beneficial in the explanation
of the Investment Fund's fee structure to potential purchasers.
At the January 28, 1999 meeting of the Board of Trustees, upon the
recommendation of the Investment Committee, the Board approved, effective May 1,
1999, and subject to Trust Participants' approval, a simplification to the
Current Management Agreement between the Value Equity Fund and Investors, with
Investors to be paid the following percentages of the average daily net assets
under management:
<TABLE>
<S> <C>
.60% on the first $10 million,
.50% on the next $10 million,
.40% on the next $20 million, and
.30% over $40 million.
</TABLE>
In considering the proposal to modify the Value Equity Fund fee schedule,
the Investment Committee and the Board of Trustees also considered the fact
that, although the proposed fee rate payable would change and is slightly higher
than the rate currently payable for current asset levels, the net increase is
marginal. The foregoing tables describe (1) the investment management fee rate
payable under the Current Management Agreement, and (2) the
-21-
<PAGE>
investment management fee proposed to be payable by the Trust to Investors as
as modified, with respect to the portfolio of the Value Equity Fund.
Pro Forma Comparison of Current Management Agreement with Proposed Agreement
The following table shows the dollar amount of investment management fees
paid by the Value Equity Fund to Investors during the Fund's fiscal year ended
September 30, 1998 under the Current Management Agreement and the pro-forma
amount of fees that would have been paid assuming the proposed fee change under
the Current Management Agreement were in effect during the same period.
Fee Payable by
Fund to Investors
Actual Investment Management Fees .................................. $261,587
Pro-Forma Investment Management Fees ............................... $268,131
Percentage Difference Between ..................................... 2.50%
Actual and Pro-Forma Fees
Set forth below is a comparative fee table showing amount of fees and
expenses paid by the Value Equity Fund under the Current Management Agreement
for the fiscal year ended September 30, 1998, expressed as a percentage of
average net assets and the pro-forma amount of fees and expenses that would have
been paid by the Value Equity Fund assuming the revised fee schedule under the
Current Management Agreement was in effect.
<TABLE>
<CAPTION>
Actual Pro-Forma
(As of Sept. 30, 1998) (As of Sept. 30, 1998)
<S> <C> <C>
Management Fee 0.40% 0.41%
Rule 12b-1 N / A N / A
Other Expenses 0.71% 0.71%
Total Fund Operating Expenses 1.11% 1.12%
</TABLE>
Examples
The following examples are intended to assist Trust Participants in
understanding the difference in costs that a Trust Participant would bear under
the Current Management Agreement as compared with the modified fee under the
proposed management agreement.
You would pay the following expenses on a $10,000 investment, assuming
a 5% annual return and redemption at the end of each time period:
-22-
<PAGE>
1 Year 3 Years 5 Years 10 Years
Current Management Agreement ...... $ 113.20$ 353.00$ 612.30$ 1,359.80
Proposed Management Agreement ..... $ 114.20$ 356.10$ 617.70$ 1,371.40
The examples are based on actual expenses for the fiscal year ended
September 30, 1998 and estimated for the same period, assuming the proposed
management arrangements were in effect. The examples should not be considered a
representation of past or future expenses. Actual expenses may be greater or
less than shown.
This modification would be deemed an amendment of the Current Management
Agreement with Investors. Accordingly, the Board of Trustees, including the
Independent Trustees, have considered and unanimously approved an amended and
restated Investment Management Agreement ("Proposed Management Agreement")
between the Trust and Investors, and directed that it be submitted to the Value
Equity Fund's Trust Participants for approval. As indicated under Proposal 5, a
copy of the Proposed Investment Management Agreement is annexed as Exhibit B.
Information Concerning the Proposed Management Agreement
The terms and conditions of the Current Management Agreement are identical
in all material respects to the terms and conditions of the Proposed Management
Agreement, with the exception that, at current asset levels, the fee payable by
the Value Equity Fund to Investors would increase, as described above. Investors
will continue to provide the same services under the Proposed Management
Agreement as those provided under the Current Management Agreement.
In evaluating the proposal to modify the fee payable to Investors by the
Value Equity Fund, the Investment Committee of the Board of Trustees, and the
full Board of Trustees considered various factors. The Trustees took into
consideration the fact that the services provided by Investors are central to
the effective operation of the Trust. The Trustees also considered various other
factors, including the amount of the proposed fee in the context of all the
other payments made to Investors and its affiliates. These other payments
include payments made to Retirement System Consultants Inc. under a Service
Agreement. The Trustees also reviewed the cost and benefits derived by Investors
and its affiliates (without taking into account any costs of distribution borne
or to be borne by them); the manner in which the proposed fees allocate
economies of scale between Investors and the Trust; and the resulting expense
ratios of the Value Equity Fund, both absolutely and relative to comparable
investment companies. In light of all these considerations, the Trustees
concluded that approval of the Proposed Management Agreement with Investors was
in the best interests of the Value Equity Fund and
-23-
<PAGE>
the Participants in the Fund, as it would ensure an uninterrupted high level
of advisory services to the Value Equity Fund.
After taking all of the above factors into consideration, the Board of
Trustees, including the Independent Trustees, unanimously approved the Proposed
Management Agreement.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE MODIFICATION TO THE VALUE
EQUITY FUND FEE SCHEDULE IN THE PROPOSED MANAGEMENT AGREEMENT.
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. ("RSGroup(R)"), 317 Madison Avenue, New York, New York 10017. Investors was
formed in March 1989 to act as investment advisor to certain of the Trust's
Investment Funds following the consummation of a reorganization of the Trust.
Investors also provides investment advisor and management services to the
Enterprise Group of Funds, Inc. and the Enterprise Accumulation Fund and may
also act as investment advisor to other investment companies in the future. The
name of each of Investors' directors and its principal executive officer, each
of whose address is in care of Investors, is as follows:
<TABLE>
<CAPTION>
Title and Other
Name Principal Occupation, if any
<S> <C>
William Dannecker Director
President, Chief Executive Officer and Director -
Retirement System Group Inc.
President and Director -
Retirement System Consultants Inc.
Director and Registered Principal -
Retirement System Distributors Inc.
Chief Operating Officer and Director -
RSGroup Trust Company
Director - RSG Insurance Agency Inc.
</TABLE>
-24-
<PAGE>
<TABLE>
<CAPTION>
Title and Other
Name Principal Occupation, if any
<S> <C>
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.
</TABLE>
In addition to acting as Investment Manager for the Trust, Investors acts
as an investment sub-advisor for the Growth and Income portfolio of the
Enterprise Group of Funds, Inc. and the Growth and Income portfolio of the
Enterprise Accumulation Fund, each of which has an investment objective similar
to the Core Equity Fund portfolio of the Trust. For the year ended December 31,
1998, Investors was compensated as follows:
Investment Rate of
Fund Name Total Assets Compensation
Enterprise Group of Funds
(Growth and Income)...........................$61,174,066..................0.30%
Enterprise Accumulation Fund (Growth
and Income)......................................$500,261..................0.30%
Retirement System Distributors Inc. ("Distributors"), another wholly-owned
subsidiary of RSGroup(R), located at 317 Madison Avenue, New York, New York
10017, is the principal underwriter to the Trust. For the year ended September
30, 1998, 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 RSGroup(R), located at 317 Madison Avenue, New
York, New York 10017. For the year ended September 30, 1998, Consultants
received fees from the Trust in the aggregate amount of $2,673,378.
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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 12, 1999. (Each Plan of Participation listed
is a defined benefit plan, unless otherwise indicated.) As of the same date, the
Trustees and officers of the Trust, both individually and as a group, owned less
than 1% of the Trust's and each Investment Fund's outstanding Units.
Amount of Percent
Name Ownership of Class
Trust (considered as a whole):
ALBANK, FSB ............................ 1,050,081.822 8.38%
Ridgewood Savings Bank ................. 640,136.310 5.11%
Core Equity Fund:
Ridgewood Savings Bank ................. 128,922.434 6.36%
Emerging Growth Equity Fund:
Ridgewood Savings Bank ................. 55,407.522 6.23%
International Equity Fund:
Staten Island Savings Bank ............. 40,652.987 6.30%
Roosevelt Savings Bank + ............... 37,717.896 5.84%
BSB Bank & Trust Company ............... 32,685.412 5.06%
Value Equity Fund:
Ridgewood Savings Bank ................. 73,704.601 7.01%
Actively Managed Bond Fund:
ALBANK, FSB ............................ 785,543.956 16.04%
Ridgewood Savings Bank ................. 285,848.805 5.84%
Intermediate-Term Bond Fund:
ALBANK, FSB ............................ 264,537.866 14.69%
Ridgewood Savings Bank ................. 96,252.948 5.35%
Short-Term Investment Fund:
Roosevelt Savings Bank * + ............. 152,091.392 12.43%
Independence Savings Bank * ............ 137,479.658 11.26%
Northfield Savings Bank * .............. 134,904.220 11.05%
Institutional Group Information Corp. * 83,536.253 6.84%
The Dime Savings Bank of Williamsburgh * 72,955.842 5.97%
- -----------------------------
* Defined Contribution Plan
+ Acquired by Roslyn Savings Bank, March 1999
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The addresses of these institutions are as follows:
ALBANK, FSB, 10 North Pearl Street, Albany, New York, New York 12207; BSB
Bank & Trust Company, 58-68 Exchange Street, P. O. Box 1056, Binghamton, NY
13902-1056; The Dime Savings Bank of Williamsburgh, 209 Havemeyer Street,
Brooklyn, NY 11211; 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, 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.
Vote Required
Election of Trustees and the approval of the selection of McGladrey &
Pullen, LLP 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.
Approval of Proposal 3 requires a vote of a majority of the outstanding
Units of the Emerging Growth Equity Fund, voting separately. Approval of
Proposals 4 and 5 each require a vote of a majority of the outstanding Units of
the International Equity Fund, voting separately. Approval of Proposals 4 and 5
are contingent upon approval of each other. If either Proposal 4 or 5 is not
approved, neither the BIAM Sub-Advisory Agreement nor the Proposed Management
Agreement with respect to BIAM will take effect. Approval of Proposal 6 requires
a vote of a majority of the outstanding Units of the Value Equity 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.
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Deadline For Submission Of Trust Participants'
Proposals To Be Presented To
2000 Annual Meeting Of Trust Participants
The 2000 Annual Meeting of Trust Participants is expected to be held on or
about July 27, 2000. Any proposal intended to be presented by any Trust
Participant for action at the 2000 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 March 29, 2000 in order for such proposal to be included
in the Proxy Statement and proxy relating to the 2000 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 2000 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, 1998 and Semi-Annual Report for the six
months ended March 31, 1999, when published, 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
March 26, 1999
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EXHIBIT A
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
RETIREMENT SYSTEM INVESTORS INC.
AND
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
THIS AGREEMENT effective as of March 1, 1999 and modified
effective as of April 26, 1999, between Retirement System Investors Inc., a
Delaware corporation (the "Manager"), and Bank of Ireland Asset Management
(U.S.) Limited, Greenwich, Connecticut (the "Sub-Advisor").
W I T N E S S E T H :
WHEREAS, RSI Retirement Trust ("Trust"), a trust organized and
existing pursuant to an Agreement and Declaration of Trust, made as of October
22, 1940, as amended from time to time ("Agreement and Declaration of Trust")
provides benefits for the employees (and their beneficiaries) of savings
institutions, related organizations and other corporate entities which have
established plans of participation and individual retirement accounts
("Unitholders") in the Trust;
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Trustees of the Trust ("Trustees") are vested with authority
for the management and control of the assets of the Trust in accordance with the
provisions of the Agreement and Declaration of Trust and in furtherance of such
authority are vested with the power to designate an investment manager or
managers (as defined in the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) to manage (including the power to acquire and dispose of) the
assets of any of the Investment Funds (as defined in the Agreement and
Declaration of Trust) of the Trust; and
WHEREAS, the Trust and the Manager have entered into an
Investment Management Agreement dated July 29, 1997 and amended and restated
March 1, 1999, pursuant to which the Manager may designate Sub-advisors to
perform certain investment advisory functions under the supervision of the
Manager and the Trustees; and
WHEREAS, the Manager wishes to appoint the Sub-Advioer to
manage a portion of the assets of certain Investment Funds of the Trust, to act
in such capacity in the manner set forth in this Agreement, and the Sub-Advisor
is willing to act in such capacity in accordance with the provisions of this
Agreement;
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NOW, THEREFORE, the Manager hereby agrees with the Sub-Advisor as follows:
1. Appointment of the Sub-Advisor
A. The Manager hereby designates, appoints, engages and retains the
Sub-Advisor as investment manager of the assets comprising the Investment Fund
of the Trust referred to on Schedule A hereto ("Investment Fund"), or such
portion thereof as shall be designated by the Manager ("Account").
B. The Manager represents and warrants that it has the
authority to enter into this Investment Sub-Advisory Agreement with the
Sub-Advisor pursuant to (i) the terms of the Investment Management Agreement
between the Manager and the Trust referred to above, (ii) the vote, cast in
person at a meeting called for the purpose of voting on such approval, of a
majority of the Trustees of the Trust who are not parties to this Agreement or
interested persons of any such party and (iii) the provisions of Rule 15a-4
under the Act. Continuation of this Agreement for a period after May 28, 1999
requires a vote of the majority of the outstanding shares (as defined in the
Act) of the Investment Fund.
C. The Sub-Advisor hereby accepts appointment to manage the assets of the
Account. The Sub-Advisor hereby represents and warrants that it is a qualified
investment manager, as defined in Section 3(38) of ERISA, without regard to
subpart (c) of said Section. The Sub-Advisor agrees that although it may not be
subject to the provisions of Title I of ERISA in carrying out its duties and
responsibilities under this Agreement, it shall act in accordance with the
requirements of Part 4 of ERISA as applicable to fiduciaries as defined under
ERISA. Notwithstanding anything contained herein to the contrary, references to
ERISA in this Agreement shall be deemed to contemplate all judicial or
administrative interpretations and all statutory and administrative exemptions
which would be applicable in the circumstances and to the parties in question
were this Agreement subject to ERISA.
D. The term of this Agreement shall commence on the date hereof and shall
remain in full force and effect until May 28, 1999, and, provided that approval
by a vote of the majority of the outstanding shares (as defined in the Act) of
the Investment Fund is obtained prior to May 28, 1999, shall continue thereafter
until March 1, 2001 and thereafter from year to year provided that such
continuance is specifically approved in the manner required by the Act.
2. Assets of the Account
The Manager shall certify or cause to be certified to the Sub-Advisor the
assets comprising the Account as of the commencement of the term of this
Agreement. The Manager may add to the Account assets acceptable to the
Sub-Advisor or withdraw assets from the Account at any time or from time to time
by notification to the Sub-Advisor. The Account shall consist of the assets
certified to the Sub-Advisor as aforesaid, or any assets into which the same may
be converted from time to time, together with any income therefrom or any other
increment thereon and assets as aforesaid, less assets withdrawn as aforesaid.
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3. Investment Powers
A. Subject to the provisions of paragraph B of this Section 3, the
Sub-Advisor shall have exclusive authority and discretion, subject to and
consistent with the investment objectives and policies of the Investment Fund as
set forth in the current Prospectus of the Trust delivered to the Sub-Advisor
("Prospectus") and as specified in writing from time to time by the Trustees or
the Manager and accepted by the Sub-Advisor, to manage (including the power to
acquire and dispose of) the assets of the Account, and, without limiting the
generality of the foregoing, to direct the Trustees in the exercise of the
powers relating to the Account which are specified in the Agreement and
Declaration of Trust as subject to such direction.
B. Notwithstanding the provisions of paragraph A of this Section 3, it is
understood and agreed that an investment manager other than the Sub-Advisor may
lend securities from the Account and may invest assets of the Account on a
temporary basis pending permanent investment or distribution, and, to the extent
not inconsistent with ERISA, the Sub-Advisor shall have no liability or
responsibility with respect to the exercise of such authority by such other
investment manager; provided, however, that the Sub-Advisor shall coordinate the
exercise of its authority hereunder which may be affected by the exercise of
such authority by the other investment manager in such manner appropriate to the
exercise of its authority as shall be agreed upon by the Sub-Advisor and such
other investment manager. The Trustees will advise the Manager, and the Manager
will advise the Sub-Advisor, of any arrangement with respect to any proposed
lending of securities from the Account.
C. The Sub-Advisor shall consult with the Manager or the Trustees at such
times as the Manager or the Trustees shall reasonably request with respect to
the overall investment policy of the Account.
4. Standard of Care
A. The Sub-Advisor shall invest the assets of the Account in the manner
provided herein and shall have no duty or responsibility with respect
to the diversification of the assets of the Trust, except with respect to the
diversification of the assets of the Account as contemplated by the Prospectus.
B. Except as provided in ERISA, the Sub-Advisor will be under no liability
or obligation to anyone with respect to any failure on the part of
the Manager or any other investment manager to perform any of their obligations
under any agreement affecting the Account or under the terms of this Agreement
or for any error or omission whatsoever on the part of the Manager or any other
investment manager. The Manager shall indemnify and hold harmless the
Sub-Advisor from and against any and all claims, losses, liabilities or damages
(including reasonable attorney's fees and other related expenses) howsoever
arising from or in connection with any failure on the part of the Manager or any
other investment manager to perform any of their obligations under any agreement
affecting the Account or under the terms of
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this Agreement or for any error or omission whatsoever on the part of the
Manager or any other investment manager. However, in no case (i) is this
indemnity to be deemed to protect the Sub-Advisor against any liability to
which such Sub-Advisor would otherwise be subject by reason of willful
misfeasance, bad faith, negligence, or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement, or (ii) is the Manager to be liable under this indemnity
with respect to any claim made against the Sub-Advisor unless such Sub-
Advisor shall have notified the Manager in writing, within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Sub-Advisor.
C. The Sub-Advisor shall not be liable for the making, retention or sale of
any investment or reinvestment made by it as herein provided, nor for any loss
to or diminution of the value of the property of the Account; provided, however,
that the Sub-Advisor has acted in the premises with the care, skill, prudence,
and diligence under the circumstances then prevailing that a prudent man acting
in like capacity and familiar with such matters would use in the conduct of any
enterprise of a like character and with like aims and in accordance with such
other requirements of ERISA as applicable generally to fiduciaries under ERISA;
provided, further, however, that nothing in this Agreement shall protect the
Sub-Advisor against any liability to the Manager, the Trust or Unitholders to
which the Sub-Advisor would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder or by reason of its reckless disregard of its obligations and duties
hereunder.
5. General Provisions
A. Compensation for the services of the Sub-Advisor will be as set forth in
Schedule A hereto.
B. With respect to securities in the Account, the Sub-Advisor shall
purchase such securities from or through and sell such securities to or through
such persons, brokers or dealers as the Sub-Advisor shall deem appropriate to
carry out the policy with respect to brokerage as set forth in the Prospectus or
as the Manager or the Trustees of the Trust may direct from time to time. It is
understood that it is desirable for the Trust that the Sub-Advisor have access
to supplemental research and security and economic analysis and statistical
services and information with respect to the availability of securities or
purchasers or sellers of securities provided by brokers and of use to the Trust
although such access may require the allocation of brokerage business to brokers
who execute transactions at a higher cost to the Trust than other brokers who
provide only execution of portfolio transactions. Therefore, the Sub-Advisor is
authorized to place orders for the purchase and sale of securities with such
brokers, subject to review by the Manager from time to time with respect to the
extent and continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Sub-Advisor in connection with its
services to other clients.
C. This Agreement shall automatically terminate in the event of its
"assignment" (as that term is defined in the Act).
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D. This Agreement may be terminated, without the payment of any penalty,
by either party hereto or by the Trust on not more than sixty (60) days' nor
less than thirty (30) days' written notice delivered or mailed by registered
mail, postage prepaid, to the other party; any such termination on behalf of
the Trust to be pursuant to a vote of the Trustees or by a vote of a majority
of the outstanding voting securities of the Trust.
E. The Sub-Advisor may rely on the authenticity, truth and accuracy of, and
will be fully protected in acting upon:
(a) Any notice, direction, certification, approval or other writing of the
Manager, if evidenced by an instrument signed by the President, a Vice
President, the Treasurer or the Assistant Treasurer of the Manager;
(b) Any copy of a resolution of the Trustees, if certified by the
Secretary of the Trust;
(c) Any notification or information provided by the custodian of the
assets in the Account, if evidenced by an instrument signed by an
officer of the custodian;
(d) Any oral notice or instruction reasonably believed to be genuine and
to be given by the Manager or the Trustees or its or their authorized
delegate or by the custodian or any other investment manager.
The Manager shall indemnify and hold harmless the Sub-Advisor from and against
any and all claims, losses, liabilities or damages (including reasonable
attorney's fees and other related expenses) howsoever arising from or in
connection with the Sub-Advisor's reliance on the authenticity, truth and
accuracy of any of the foregoing notices, directions, certifications, approvals,
writings of the Manager, copies information provided by the custodian, or oral
notices or instructions given by the Manager or the Trustees or its or their
authorized delegates, the custodian or any other investment manager. However, in
no case (i) is this indemnity to be deemed to protect the Sub-Advisor against
any liability to which such Sub-Advisor would otherwise be subject by reason of
willful misfeasance, bad faith, negligence, or gross negligence in the
performance of its duties or by reason of reckless disregard of its obligations
and duties under this Agreement, or (ii) is the Manager to be liable under this
indemnity with respect to any claim made against the Sub-Advisor unless such
Sub-Advisor shall have notified the Manager in writing, within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Sub-Advisor.
F. The Sub-Advisor may rely on, and will be fully protected with respect to
any action taken or omitted in reliance on, any information, statement or
certificate delivered to the Sub-Advisor by the Manager or the Trustees with
respect to any matter concerning the Trust and the operation and administration
of the Account. The Sub-Advisor is expressly authorized to consult with the
Manager with respect to any matters arising in the administration of the Account
and to act on the advice of the Manager, provided nothing herein shall limit the
full responsibility of the Sub-Advisor for the management of the assets of the
Account as provided herein. The
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Manager shall indemnify and hold harmless the Sub-Advisor from and against any
and all claims, losses, liabilities or damages (including reasonable attorney's
fees and other related expenses) howsoever arising from or in connection with
the Sub-Advisor's actions taken or omissions made in reliance on any
information, statement or certificate delivered to Sub-Advisor by the Manager
or the Trustees, with respect to any matter concerning the Trust and the
operation and administration of the Account, which information, statement or
certificate contains an untrue statement of a material fact or which omits to
state a material fact necessary to make the statements therein not misleading.
However, in no case (i) is this indemnity to be deemed to protect the
Sub-Advisor against any liability to which such Sub-Advisr would otherwise be
subject by reason of willful misfeasance, bad faith, negligence, or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement, or (ii) is the Manager to
be liable under this indemnity with respect to any claim made against the Sub-
Advisor unless such Sub-Advisor shall have notified the Manager in writing,
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Sub-
Advisor.
G. In the event that the Manager provides indemnification to the
Sub-Advisor under the provisions of this Agreement with respect to claims,
losses, liabilities or damages (including reasonable attorney's fees and other
related expenses) howsoever arising from or in connection with any action or
omission by a third party, then the Manager shall be subrogated to all of the
claims and rights of the Sub-Advisor as against such third party until the full
amount that the Manager has paid under the indemnity has been recovered by the
Manager.
H. Communications from the Sub-Advisor to the Manager shall be addressed
to:
Retirement System Investors Inc.
317 Madison Avenue
New York, New York 10017-5397
Attn.: James P. Coughlin, President
Communications to the Sub-Advisor from the Manager or the Trustees shall be
addressed to the address set forth in Schedule A hereto. In the event of a
change of address, communications shall be addressed to such new address as
designated in a written notice from the Manager, the Trustees or the
Sub-Advisor, as the case may be. All communications addressed in the above
manner and by ordinary mail, registered mail or delivered by hand shall be
sufficient under this Agreement.
I. All agreements hereunder will be governed by the laws of the State of
New York, without reference to such State's conflict of law rules.
J. No term or provision of this Agreement may be amended, modified
or waived without the affirmative vote or action by written consent of the
Trustees and the written agreement of the Manager and the Sub-Advisor and in
accordance with the Act.
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IN WITNESS WHEREOF, the Manager and the Sub-Advisor have executed this
Agreement, effective as of the date of this Agreement first set forth above.
RETIREMENT SYSTEM INVESTORS INC.
By:
---------------------------------------
President
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
By:
---------------------------------------
Title:
-----------------------------------
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
By:
--------------------------------------
Title:
----------------------------------
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SCHEDULE A
RSI RETIREMENT TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
Name of Sub-Advisor: Bank of Ireland Asset Management (U.S.) Limited
Address: 20 Horseneck Lane
Greenwich, Connecticut 06830
Attention: Director of Client Services
Investment Fund: International Equity Fund
Compensation Terms:
Terms used herein shall have the meaning used in the Investment Sub-Advisory
Agreement between the Manager and the Sub-Advisor ("Agreement"). The Manager
agrees to pay to the Sub-Advisor, as full compensation and reimbursement for the
services to be rendered pursuant to the Agreement and any expenses incurred in
connection therewith, a fee at the end of each fiscal quarter of the Trust,
computed by applying the following rate to that portion of the assets of the RSI
Retirement Trust's International Equity Fund portfolio managed by the
Sub-Advisor:
Effective March 1, 1999, 0.6% on the first $50 million of assets and
0.5% of assets in excess of $50 million, modified effective April 26,
1999, to 0.75% on the first $20 million of assets, 0.5% on the next $30
million of assets, and 0.35% of assets in excess of $50 million.
Billing is done for each quarter on the basis of services performed during that
particular quarter. The quarterly fee is calculated on the basis of the average
of the asset value as of the last day of each month of each calendar quarter,
equal to one-fourth of the annual rate.
If the Agreement commences on a date other than on the beginning of any such
quarterly period or terminates on a date other than the end of any such
quarterly period, the fee payable hereunder shall be proportionately reduced
according to the number of days during such period services were rendered by the
Sub-Advisor.
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IN WITNESS WHEREOF, the parties to the Agreement, effective as of March 1, 1999
and modified effective as of April 26, 1999, have executed this Schedule A,
effective as of the same dates.
RETIREMENT SYSTEM INVESTORS INC.
By:
---------------------------------------
President
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
By:
---------------------------------------
Title:
-----------------------------------
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED
By:
--------------------------------------
Title:
----------------------------------
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EXHIBIT B
RSI RETIREMENT TRUST
RETIREMENT SYSTEM INVESTORS INC.
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT made as of , 1999, between RSI Retirement
Trust (the "Trust"), a retirement fund organized and existing as a trust
pursuant to a certain Agreement and Declaration of Trust, as amended and
restated August 1, 1990 and as further amended from time to time (the "Agreement
and Declaration of Trust"), and Retirement System Investors Inc., a Delaware
corporation (the "Manager").
W I T N E S S E T H:
WHEREAS, the Trust is an investment trust exempt from taxation under
Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
which has been designed to effectuate pension or profit-sharing plans which are
qualified under Section 401(a) of the Code and individual retirement accounts
under Section 408(a) of the Code; and
WHEREAS, such pension and profit-sharing plans are eligible to
invest their assets in the Trust, and to become unitholders of the Trust (the
"Unitholders"); and
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, pursuant to an Investment Management Agreement dated July 29,
1997, the Manager has served as the investment manager for all of the investment
funds of the Trust (the "Investment Funds"); and
WHEREAS, the Trust wishes to continue the Manager as the investment manager
of the assets of each of the Investment Funds (the "Account"), with
modifications to the terms and conditions under which the Manager serves as
investment manager of the assets comprising the Emerging Growth Equity Fund, the
International Equity Fund, and the Value Equity Fund, to act in such capacity in
the manner set forth in this Agreement, and the Manager is willing to act in
such capacity in accordance with the provisions of this Agreement;
NOW, THEREFORE, the Trust hereby agrees with the Manager as follows:
1. Appointment of the Manager
A. The Trust hereby designates, appoints, engages and retains the Manager
as investment manager of the Account.
B. The Manager hereby accepts appointment as investment manager to manage
the Account. The Manager hereby represents and warrants that it is a qualified
investment advisor under the Investment Advisors Act of 1940, as amended. The
Manager
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agrees that, although it may not be subject to the provisions of Title 1 of the
Employee Retirement Income Security Act of 1974, and amended ("ERISA"),
in carrying out its duties and responsibilities under this Agreement , it will
conduct itself as an investment manager (as defined in Section 3(38) of ERISA),
and it will act in accordance with the requirements of Part 4 of ERISA as
applicable to fiduciaries (as defined in Section 3(21) of ERISA).
Notwithstanding anything contained herein to the contrary, references to ERISA
in this Agreement will be deemed to contemplate all judicial or administrative
interpretations and all statutory and administrative exemptions which would be
applicable in the circumstances and to the parties in question were this
Agreement and the Manager subject to ERISA.
C. The Manager will also perform such services as may be requested from
time to time by the Trust relating to the allocation of a Plan's assets between
equities and fixed income obligations and within specified investment funds of
the Trust, at no additional charge to the Trust.
D. Notwithstanding the foregoing, the Manager may, from time to time
subject to the approval of the Trust's Board of Trustees (the "Trustees") and
the Unitholders, retain a person or persons (a "Sub-Advisor") to provide
investment management services to one or more of the Investment Funds. The
Sub-Advisor shall agree to comply with all provisions applicable to the Manager
hereunder. If the Manager retains a Sub-Advisor, the Trust will have no
responsibility to compensate the Sub-Advisor, any such compensation to be paid
by the Manager from the amount paid to it pursuant to Section 5 of the
Agreement.
E. This Agreement is effective on the date hereof. This Agreement will
remain in full force and effect until , 20 , unless terminated earlier in
accordance with its terms, and thereafter from year to year provided that such
continuance is specifically approved in the manner required by the Act.
2. Assets of the Account
The Trust will certify or cause to be certified to the Manager
the assets comprising the Account as of the commencement of the term of this
Agreement. The Trust may add to the Account assets acceptable to the Manager or
withdraw assets from the Account at any time or from time to time by written
notification to the Manager. The Account will consist of the assets certified to
the Manager as aforesaid, or any assets into which the same may be converted
from time to time, together with any income therefrom or any other increment
thereon, and assets added as aforesaid, less assets withdrawn as aforesaid.
3. Investment Powers
A. Subject to the provisions of paragraphs B and C of this Section 3, the
Manager will have sole and complete authority and discretion, subject to and
consistent with the investment objectives and policies of the Investment Funds
as set forth in the prospectus of the Trust (the "Prospectus"), the Agreement
and Declaration of Trust, the Rules and Procedures of the Trust and the Trust's
Statement of Investment Objectives and Guidelines, as the same may be amended
from time to time, all as delivered to the Manager (collectively, the
"Controlling Documents"), or as specified in writing form time to time by the
Trust or otherwise accepted by
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the Manager, to manage (including the power to acquire and dispose of ) the
assets of the Account and, without limiting the generality of the foregoing,
to direct the Trustees in the exercise of the powers relating to the Account
which are specified in the Controlling Documents, and, subject to such
direction.
B. The manager will also perform supervisory services
pertaining to the ongoing oversight and management of each Sub-Advisor retained
by the Manager. Such services include, but shall not be limited to, supervising
the compliance by such Sub-Advisor with the Act, reviewing such Sub-Advisor's
performance, analysis of the composition of such Sub-Advisor's portfolio, and
preparing reports relating to such supervisory activities for the Trustees. In
addition, the Manager will, at the request of the Trustees, conduct a search to
find a recommended replacement for any Sub-Advisor. The Manager will prepare
presentations to Unitholders analyzing the Trust's overall performance based on
analysis of each Sub-Advisor's performance.
C. The Manager will consult with the Trustees and their representatives at
such times as the Trustees may reasonably request with respect to the overall
investment policy of the Account, and the Manager will cause one or more of its
officers to attend such meetings with the Trustees and their representatives and
to furnish such oral or written reports to the Trustees and their
representatives, as the Trustees may reasonably request, with respect to, among
other matters, the decisions it has made with respect to the Account and the
purchase and sale of its portfolio securities (including the reasons therefor)
and the extent to which such decisions have been implemented. In addition, the
Manager also specifically agrees to (i) give advance notice in writing to the
Trustees of the taking on by the Manager of new clients or ventures of material
significance, including any related information required in order to enable the
Trustees to determine whether the taking on of new business by the Manager will
impair the Manager's ability to carry out its obligations under this Agreement,
and (ii) provide to the Trustees such reports and other information as the
Trustees may reasonably request in order to enable the Trustees to perform a
review of the Manager's performance under this Agreement no less frequently than
quarterly.
4. Standard of Care
A. The Manager will invest the Account in the manner provided herein and
will have no duty or responsibility with respect to the diversification of the
assets of the Trust, except with respect to the diversification of the Account
as contemplated by the Prospectus.
B. Except as provided in ERISA, the Manager will be under no liability or
obligation to anyone with respect to any failure on the part of the Trustees or
any other investment manager to perform any of their obligations under the
Controlling Documents or any agreement affecting the Account, or under the terms
of this Agreement, or for any error or omission whatsoever on the part of the
Trustees or any other investment manager.
C. The Manager will not be liable for the making, retention or sale of any
investment or reinvestment by it as herein provided, nor for any loss to or
diminution of the value of the Account; provided, however, that the Manager has
acted in the premises with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man
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<PAGE>
acting in like capacity and familiar with such matters would use in the
conduct of any enterprise of a like character and with like aims, and in
accordance with such other requirements of ERISA as are applicable generally
to fiduciaries under ERISA; provided further, however that nothing in this
Agreement will protect the Manager against any liability to the Trust or the
Unitholders to which the Manager would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder o by reason of its reckless disregard of its obligations and duties
hereunder.
5. Compensation
A. The Trust agrees to pay to the Manager, as full compensation and
reimbursement for the services to be rendered by the Manager pursuant to this
Agreement and any expenses incurred by the Manager in connection therewith
(including the fees of a Sub-Advisor, if any), a fee on the last day of each
month in which this Agreement is in effect, at the rates set forth on Schedule I
attached hereto.
B. In the event that this Agreement commences on a date other than on the
beginning of any calendar month, or if this Agreement terminates on a date other
than the end of any calendar month, the fee payable hereunder by the Trust shall
be proportionately reduced according to the number of days during such month
that services were not rendered hereunder by the Manager.
6. General Provisions
A. With respect to securities in the Account, the Manager will purchase
such securities from or through and sell such securities to or through such
persons, brokers or dealers as the Manager shall deem appropriate to carry out
the policy with respect to brokerage as set forth in the Prospectus, or as the
Trust may direct in writing from time to time. It is understood that it is
desirable for the Trust that the Manager have access to supplemental research
and securities and economic analysis and statistical services and information
with respect to the availability of securities or purchasers or sellers of
securities provided by brokers and of use to the Trust although such access may
require the allocation of brokerage business to brokers who execute transactions
at a higher cost to the Trust that other brokers which provide only execution of
portfolio transactions. Therefore, the Manager is authorized to place orders for
the purchase and sale of securities with such brokers, subject to review by the
Trustees from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such brokers may be
useful to the Manager in connection with its services to clients other than the
Trust and the Unitholders.
B. The Manager will pay all of its expenses incurred in the performance of
this Agreement, including but not limited to fees, if any, of Sub-Advisors
retained by the Manager, salaries and other compensation of its officers and
employees and all other costs of providing such advice, portfolio management and
information and reports to the Trustees as are required hereunder.
C. Subject to the provision of paragraph B of Section 6 of this Agreement
with respect to advance notice of the Manager's taking on of new clients or
ventures of material
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<PAGE>
significance, nothing herein contained shall limit or restrict the right
of the Manager to engage in any other business or to render services of any kind
to any other corporation, firm, individual or association.
D. This Agreement may be terminated, without the payment of any penalty, by
either party hereto on not more than sixty (60) days' nor less than thirty (30)
days' written notice to the other party. Any termination by the Trust shall be
pursuant to a vote of a majority of the Trustees or by vote of a majority of
outstanding voting securities (as defined in the Act) of the Trust.
E. This Agreement will automatically terminate in the event of its
"assignment" (as such term is defined in the Act).
F. The Manager may rely on the authenticity, truth and accuracy of, and
will be fully protected in acting upon:
(i) any notice, direction, certification, approval or other writing
of the Trust, if evidenced by an instrument signed by the
Chairman of the Board or any other Trustee of the Trust or the
President, any Executive Vice President, Senior Vice President,
any Vice President or the Treasurer of the Trust;
(ii) any copy of a resolution of the Trustees, if certified by the
Chairman of the Board or any other Trustee of the Trust, or the
Secretary or any Assistant Secretary of the Trust; and
(iii)any notification or information provided by the custodian of the
assets in the Account, if evidenced by an instrument signed by an
officer of the custodian.
G. The Manager may rely on, and will be fully protected with respect to any
action taken or omitted in reliance on, any information, statement or
certificate provided or delivered to the Manager by or on behalf of the Trust
with respect to any matter concerning the Trust and the operation and
administration of the Account. The Manager is expressly authorized to consult
with the Trust with respect to any matters arising in the administration of the
Account and to act on the advice of the Trust; provided, however, that nothing
herein shall limit the full responsibility of the Manager for the management of
the Account as provided herein.
H. Communications from the Manager to the Trust or Trustees will be
addressed to:
RSI Retirement Trust
317 Madison Avenue
New York, New York 10017
Attention: William Dannecker, President and Trustee
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<PAGE>
Communications to the Manager from the Trust or the Trustees will be
addressed to :
Retirement System Investors Inc.
317 Madison Avenue
New York, New York 10017
Attention: James P. Coughlin, President
In the event of a change of address, communications will be addressed to
such new address as designated in a written notice from the Trust, the Trustees
or the Manager, as the case may be. All communications addressed in the above
manner and by registered mail or delivered by hand shall be sufficient under
this Agreement.
I. This Agreement is governed by the laws of the State of New York (without
reference to such State's conflict of law rules).
J. No term or provision of this Agreement may be amended, modified or
waived without the affirmative vote or action by written consent of the Manager
and the Trust and in accordance with the Act.
IN WITNESS WHEREOF, the Manager and the Trust have executed this Agreement
as of the date first written above.
RSI RETIREMENT TRUST
By:
---------------------------------------
Name: William Dannecker
Title: President and Trustee
RETIREMENT SYSTEM INVESTORS INC.
By:
-------------------------------------
Name: James P. Coughlin
Title: President
NOTE: ANY AGREEMENT, OBLIGATION OR LIABILITY MADE, ENTERED INTO OR INCURRED
BY OR ON BEHALF OF RSI RETIREMENT TRUST BINDS ONLY THE TRUST ESTATE, AND NO
TRUST PARTICIPANT, TRUSTEE, OFFICER OR AGENT THEREOF ASSUMES OR SHALL BE HELD TO
ANY LIABILITY THEREFORE.
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<PAGE>
SCHEDULE I
Retirement System Investors Inc. shall act as the Manager for each of the
Investment Funds of the Trust. For its services, the Manager is entitled to
receive a fee, calculated daily and paid monthly, based on a percentage of the
average net assets of the respective Investment Funds. The specific percentage
for each Investment Fund is set forth in the following table:
Fee (% of Average Daily Net Assets)
Actively Managed Bond Fund
First $50 Million ............................... .40%
Next $100 Million ............................... .30
Over $150 Million ............................... .20
Intermediate-Term Bond Fund
First $50 Million ............................... .40%
Next $150 Million ............................... .30
Over $200 Million ............................... .20
Short-Term Investment Fund
First $50 Million ............................... .25%
Over $50 Million ................................ .20
Core Equity Fund
First $50 Million ............................... .60%
Next $150 Million ............................... .50
Over $200 Million ............................... .40
Value Equity Fund
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
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<PAGE>
Effective _______________, 1999:
First $10 Million ............................... .60%
Next $10 Million ................................ .50
Next $20 Million ................................ .40
Over $40 Million ................................ .30
Emerging Growth Equity Fund
Assets Where No Sub-Advisor ..................... 1.0%
is Employed
International Equity Fund
First $50 Million ............................... .80%
Over $50 Million ................................ .70
Effective _______________, 1999:
First $20 Million ............................... .95%
Next $30 Million ................................ .70
Over $50 Million ................................ .55
For the portion of the Emerging Growth Equity Fund for which HLM Management
Company Inc. serves as Sub-Advisor, the fee is 1.20% of the average daily net
assets under their management up to and including $25 million, 1.00% of average
daily net assets for the next $25 million of average daily net assets, and .80%
of average daily net assets under their management for amounts in excess of $50
million.
For any Investment Fund which currently employs a Sub-Advisor (the
International Equity Fund and Emerging Growth Equity Fund) the fee set forth
above shall be reduced by 0.20% of average daily net assets if and when such
sub-advisory relationship is terminated without the retention of a successor
Sub-Advisor.
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<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 April 26,
1999 and the Proxy Statement attached thereto, and does hereby appoint Christine
Gordon and Stephen P. Pollak 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 April 26, 1999, 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: William Dannecker
Maurice E. Kinkade
William G. Lillis
/ / 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.
-----------------------------------------------------------
-----------------------------------------------------------
(2) Selection of McGladrey & Pullen as the Trust's independent accountants.
/ / FOR / / AGAINST / / ABSTAIN
(3) Emerging Growth Fund Unitholders only Approval of portfolio management
by Retirement System Investors Inc. of a portion of the Emerging Growth Equity
Fund.
/ / FOR / / AGAINST / / ABSTAIN
(continued on other side)
<PAGE>
(4) International Equity Fund Unitholders only Approval of a new investment
sub-advisory agreement between Retirement System Investors Inc. and Bank of
Ireland Asset Management (U.S.) Limited.
/ / FOR / / AGAINST / / ABSTAIN
(5) International Equity Fund Unitholders only Approval of a new investment
management agreement between the Trust and Retirement System Investors Inc. for
the International Equity Fund.
/ / FOR / / AGAINST / / ABSTAIN
(6) Value Equity Fund Unitholders only Approval of a new investment
management agreement between the Trust and Retirement System Investors Inc. for
the Value Equity Fund.
/ / FOR / / AGAINST / / ABSTAIN
(7) 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 PORTFOLIO MANAGEMENT BY RETIREMENT
SYSTEM INVESTORS INC. OF A PORTION OF THE EMERGING GROWTH EQUITY FUND; FOR THE
NEW INVESTMENT SUB-ADVISORY AGREEMENT WITH BANK OF IRELAND ASSET MANAGEMENT
(U.S.) LIMITED; FOR THE NEW INVESTMENT MANAGEMENT AGREEMENT WITH RETIREMENT
SYSTEM INVESTORS INC. FOR THE INTERNATIONAL EQUITY FUND; FOR THE NEW INVESTMENT
MANAGEMENT AGREEMENT WITH RETIREMENT SYSTEM INVESTORS INC. FOR THE VALUE EQUITY
FUND; 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: Dated: , 1999
----------------------------------- --------------
(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.
