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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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.
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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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[ ] 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,
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<PAGE>
RSI RETIREMENT TRUST
317 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF ANNUAL MEETING OF TRUST PARTICIPANTS
April 28, 2000
-------------------------
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 28, 2000 at 10:30 A.M.
(E.D.T.), for the following purposes:
1. To elect six (6) 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
PricewaterhouseCoopers LLP as independent accountants of the Trust
for the fiscal year ending September 30, 2000.
3. (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.
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The matters referred to above are discussed in detail in the Proxy Statement
accompanying this Notice. Only those persons having the right to vote Units
of the Trust ("Trust Participants") of record as of the close of business on
March 10, 2000 are entitled to notice of and to vote at the Annual Meeting of
Trust Participants or at any adjournment or adjournments thereof.
By Order of the Trustees,
STEPHEN P. POLLAK
Executive Vice President,
Counsel and Secretary
DATED: New York, New York
March 31, 2000
<PAGE>
Draft: 3/20/00
RSI RETIREMENT TRUST
317 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the trustees of RSI Retirement Trust ("Trust") for use at the
annual meeting ("Meeting") of those persons having the right to vote shares
("Units") of each investment fund ("Investment Fund") of the Trust ("Trust
Participants") to be held at the offices of the Trust at 317 Madison Avenue,
New York, New York, 10017 on April 28, 2000, 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 31, 2000.
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 10, 2000 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 Units
of beneficial interest, which are divided into separate Investment Funds as
follows:
Core Equity Fund
Emerging Growth Equity Fund
Value Equity Fund
International Equity Fund
Activity Managed Bond Fund
Intermediate-Term Bond Fund
Short-Term Investment Fund
Each Trust Participant shall be entitled to exercise the voting
rights of Units owned by the participating trust or custodial account of which
he is the Trust Participant. All outstanding full Units of the Trust,
irrespective of class, are entitled to one vote and each fractional Unit is
entitled to the corresponding fractional vote. Units of all Investment Funds
will be voted in the aggregate with respect to the election of Trustees, the
ratification or rejection of the selection of the independent accountants, and
any other matter that may come before the Meeting or any adjournment thereof.
Units of the Value Equity Fund will be voted separately with respect to
approval or rejection of a new Investment Management Agreement between the
Trust and Retirement System Investors Inc. ("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 Investment Management Value Equity Fund only
Agreement Between Value Equity Fund and Investors
</TABLE>
<PAGE>
In the event that a quorum of Trust Participants (holders of
one-third of the shares issued and outstanding and entitled to vote at the
Meeting) is not represented at the Meeting or at any adjournment thereof, or,
even though a quorum is so represented, in the event that sufficient votes in
favor of the items set forth in the Notice of the Meeting are not received,
the persons named as proxies may propose and vote for one or more adjournments
of the Meeting for a period or periods of not more than 60 days in the
aggregate and further solicitation of proxies may be made. Trust Participants
who have voted against the proposals or who have abstained from voting will be
included in the quorum for the Meeting. Proxies sent in by brokers and other
nominees, if any, which cannot be voted on a proposal because instructions
have not been received from the beneficial owners ("non-votes") and proxies
abstaining on a particular proposal, will be considered to be shares present
at the Meeting, but not voting with respect to the proposal. Thus, non-vote
proxies and abstentions will have no effect on Proposals 1 and 2, but will
have the effect of a vote against Proposal 3.
The Trust is registered as an open-end investment company under the
Investment Company Act of 1940, as amended ("Act"). A registration statement
relating to the offer and sale of Units in the Trust has been filed and is
effective under the Securities Act of 1933, as amended.
The costs of the Meeting, including the solicitation of proxies, will
be paid by the Trust. In addition to the solicitation of proxies by mail,
Trustees and agents of the Trust may solicit proxies in person or by telephone.
<PAGE>
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 11 members. The class of Trustees to
be elected at the Meeting will consist of six 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."
Five of the six 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 six 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 SIX
NOMINEES FOR TRUSTEE LISTED BELOW UNDER "INFORMATION REGARDING TRUSTEES".
Information Regarding Trustees
Set forth below is certain information regarding the nominees for
election as Trustees of the Trust, as well as those persons currently serving
as Trustees with remaining terms of one and two years, including their ages,
principal occupations and business experience during the last five years,
present directorships or trusteeships and the year they first became a
Trustee. Any nominee or Trustee who is an "interested person" of the Trust,
as defined in the Act, is indicated by an asterisk (*). The nominees and
Trustees so designated are "interested persons" by virtue of their executive
positions with plan sponsors of plans of participation in the Trust, with the
Trust, or with Investors. Any nominee or Trustee who is an officer or
director of Investors is indicated by a dagger (+).
<PAGE>
<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>
Herbert G. Chorbajian 61 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 Memorial 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 54 President, Treasurer and Chief Executive Officer since June 1997
1987 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. 66 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.
Joseph L. Mancino __ President and Chief Executive Officer of The Roslyn Savings 2000
Bank since July 1992 and Chairman of the Board of Directors
since January 1996; Vice Chairman, President and Chief
Executive Officer of Roslyn Bancorp, Inc. since
__________________________ 19_____;
Director of Helen Keller Services For The Blind; Theodore
Roosevelt Council-Boy Scouts of America; Interfaith Nutrition
Network; National Center for Disability Services; and Long
Island University.
William L. Schrauth * 64 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.
William E. Swan * 52 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 One Year:
Candace Cox 48 Managing Director, Emerald Capital Advisors, since February 1992
2000 and from December 1998 to November 1999; formerly
______________________________________ with Lord Abbett & Co.
from December 1999 to February 2000; 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. * 63 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 64 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>
<PAGE>
<TABLE>
<CAPTION>
Trustees Serving With A Term Expiring In Two Years:
Principal Occupation,
Business Experience First
During Last 5 Years, Became
Name Age Present Directorships Trustee
<S> <C> <C> <C>
William Dannecker + 60 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 58 Director of Development, Maplebrook School. 1987
William G. Lillis 69 Real Estate Consultant. 1986
</TABLE>
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 six times during the Trust's fiscal
year ended September 30, 1999, presently consists of Messrs. Chorbajian,
Cronin and Hodgkins. The Audit Committee reviews the professional services to
be rendered by the Trust's independent public accountant and the costs
thereof. It also reviews with such firm the results of its audit and such
firm's findings and recommendations, including those furnished on the adequacy
of accounting controls.
The Board Affairs Committee, which met two times during the Trust's
fiscal year ended September 30, 1999, presently consists of Messrs. Kinkade,
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 seven times during the Trust's
fiscal year ended September 30, 1999, presently consists of Messrs. Willis,
Cronin and McKenna. 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, 1999, presently consists of Messrs. Kinkade,
Schrauth and Willis. The Nominating Committee recommends Trustees to the
Board for nomination by the Board for election by the Trust Participants. The
Nominating Committee does not consider nominees recommended by Trust
Participants.
The Proxy Committee, which met two times during the Trust's fiscal
year ending September 30, 1999, presently consists of Messrs. Lillis, McKenna
and Swan 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 Trusts Board of Trustees held six regular meetings during the
Trust's fiscal year ended September 30, 1999. There were no special
meetings. During the Trust's fiscal year ended September 30, 1999, 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).
<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, 1999, 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.
<TABLE>
<CAPTION>
Principal Occupation,
Business Experience
During Last 5 Years,
Name Age Present Directorships
<S> <C> <C>
James P. Coughlin 63 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 54 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 64 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.
Heidi Viceconte 34 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; First Vice President and Trust Officer of RSGroup Trust
Company since August 1999.
</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, 1999. Trust
officers received no compensation from the Trust during the fiscal year ended
September 30, 1999:
Name of Trustee Aggregate Compensation From the Fund
Herbert G. Chorbajian
Candace Cox _______________________*
James P. Cronin
William Dannecker
Ralph L. Hodgkins, Jr.
Maurice E. Kinkade _______________________*
William A. McKenna, Jr.
William G. Lillis _______________________*
William L. Schrauth
William E. Swan _______________________*
Raymond L. Willis
<PAGE>
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.
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 $10,000 or 33-1/3%
of their compensation from the Trust during each calendar year.
Compensation deferred is distributable in full upon attainment of age
70 1/2 or upon retirement or earlier termination from service as a Trustee,
unless deferred to a later date in accordance with the provisions of the
Plan. (Minimum distributions are required beginning as of the April 1st
following attainment of age 70 1/2.) Earlier distributions are permitted only
for an "unforeseeable emergency" as defined in the Plan.
- ------------------------
* Aggregate compensation includes amounts deferred under the Trust's
Section 457 Deferred Compensation Plan ("Plan"). The total amount of
deferred compensation payable under the Plan as of September 30, 1999 is
as follows: Ms. Cox ($____________________); Mr. Hardee ($_____________);
Mr. Kinkade ($_____________); Mr. Lillis ($_____________); and Mr. Swan
($_____________). There are no pension or retirement benefits.
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
PricewaterhouseCoopers LLP, on September 23, 1999, 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, 2000.
Representatives of PricewaterhouseCoopers 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
PricewaterhouseCoopers LLP AS THE TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS.
<PAGE>
PROPOSAL 3
Approval of a New Management Agreement
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)
Retirement System Investors Inc. ("Investors") currently serves as
investment manager for the Value Equity Fund pursuant to an investment
management agreement between the Trust and Investors, dated as of February 8,
1999 (the "Current Management Agreement"). The Current Management Agreement
was approved by Trust Participants at the April 26, 1999 annual meeting, for
the purpose of modifying the fee structure paid to Investors. Investors is
currently paid the following percentages of the average daily net assets of
the Value Equity Fund under management:
.60% on the first $10 million,
.50% on the next $10 million,
.40% on the next $20 million, and
.30% over $40 million.
Prior to May 1, 1999, the fee payable to Investors was the same,
except that for assets over $40 million, the fee had additional breakpoints
which would have reduced the fee further at higher asset levels.
At a meeting of the Board of Trustees held on January 27, 2000,
upon recommendation of the Investment Committee, the Board approved, subject
to Trust Participants' approval, a new management agreement between the Trust
and Investors (the "Proposed Management Agreement"). If approved by Trust
Participants at the Meeting, the Proposed Management Agreement would take
effect on May 1, 2000.
The Proposed Management Agreement is identical to the Current
Management Agreement in all substantive respects, except for an increase in
the fees payable to Investors with respect to the Value Equity Fund at all
asset levels over $10 million. The Trustees recommend that Trust Participants
approve the Proposed Management Agreement. The proposed agreement is attached
as Exhibit A. If the Proposed Management Agreement is approved, Investors
would be paid the following percentages of the average daily net assets of the
Value Equity Fund:
.60% on the first $50 million,
.50% on the next $150 million,
.40% over $200 million.
Why Did Investors Recommend a New Management Fee Schedule to the
Trustees?
In recent years, Investors has noted a general increase in the
complexity of the investment process and in the competition for talented
investment personnel. Investors recommended the new management fee schedule to
help ensure that Investors receives fees for its services that are competitive
with fees paid to high-quality investment managers by other mutual funds.
Investors believes that maintaining competitive management fees will, over
the longer term, enable it to continue to provide high-quality management
services to the Value Equity Fund. Investors notes that the Value Equity
Fund's current fee schedule is lower than the fees paid to managers of
many competitive funds.
What Factors Did the Trustees Consider?
The Trustees took into consideration the fact that the services provided
by Investors are central to the effective operation of the Trust. The Trustees
placed primary emphasis upon the nature and quality of the services being
provided by Investors, including, in particular, the strong relative investment
performance of the Value Equity Fund since Investors assumed the Fund's day-to-
day portfolio management functions on April 1, 1995. In this regard, the
Trustees also considered a comparison of management fees and other expenses paid
by the Value Equity Fund with those of similar funds managed by other investment
advisers. The Trustees also considered 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. Finally, the Trustees 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 ratio 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 the Trust Participants, as it would
ensure an uninterrupted high level of advisory services to the Value Equity
Fund.
How Has the Value Equity Fund Performed?
As part of any decision regarding management fees, Trust Participants
should consider how the Value Equity Fund has performed. The table that follows
shows the relative performance on an average annual basis over various periods
and during the life of the Value Equity Fund. It also highlights the performance
of the Value Equity Fund for the 4 year, 9 month period since Investors assumed
the day-to-day portfolio management function on April 1, 1995. Prior to that
time, the Value Equity Fund portfolio was managed by one or more unrelated
investment managers, and the investment management fee payable by the Value
Equity Fund was .17% higher than under the Current Management Agreement (at
current asset levels).
Average annual total returns for the period as of December 31, 1999:
<TABLE>
<CAPTION>
1 Year 4 Years, 9 Months+ 5 Years 10 Years
<S> <C> <C> <C> <C>
Value Equity Fund* 14.38% 23.58% 24.53% 14.65%
Russell 1000 Value** 7.35 22.07 23.08 15.60
Lipper Growth & Income Funds*** 7.78 17.46 18.48 13.26
</TABLE>
* The Fund's returns are net of expenses; that is, all management fees
and related investment expenses have been deducted from the investment return.
** A representative index that reflects the performance of approximately
650 stocks with a less than average growth orientation; low price-to-book and
price-earnings ratios and higher dividend yields. An index has no investment
adviser and pays no commissions or expenses. If an index had expenses, its
returns would be lower. One cannot invest directly in the index.
*** Lipper Inc. is an independent reporting service that measures the
performance of most U.S. mutual funds. The results reflect performance
comparison benchmark groupings. All expenses, other than sales charges and
redemption fees, have been deducted from the investment return.
+ Investors assumed day-to-day investment management responsibility on
April 1, 1995.
What is the Effect of the New Management Fee Schedule?
The following table shows the aggregate amount of investment
management fees paid by the Value Equity Fund to Investors during the Fund's
fiscal year ended September 30, 1999 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 to Investors
Actual Investment Management Fees $
Pro-Forma Investment Management Fees $
Percentage Difference Between 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, 1999, 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 September 30, 1999) (As of September 30, 1999)
<S> <C> <C>
Management Fee ___% ___%
Rule 12b-1 N/A N/A
Other Expenses ___% ___%
Total Fund Operating Expenses ___% ___%
</TABLE>
<PAGE>
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 proposed 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:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Current Management Agreement $___ $___ $___ $___
Proposed Management Agreement $___ $___ $___ $___
</TABLE>
The examples are based on actual expenses for the fiscal year ended
September 30, 1999 and estimated for the same period, assuming the proposed
management arrangement 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.
What Percentage of Trust Participants' Votes are Required to Pass the
Proposal?
Approval of Proposal 3 will require 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 the Value Equity 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 Value Equity Fund are
present or represented by proxy, or (ii) of more than 50% of the outstanding
Units of the Value Equity Fund, whichever is less.
The Board of Trustees, including the Independent Trustees, has
considered and unanimously approved the Proposed Management Agreement between
the Trust and Investors, and directed that it be submitted to the Value Equity
Fund's Trust Participants for approval.
THE BOARD OF TRUSTEES BELIEVES THAT THE PROPOSED NEW MANAGEMENT FEE
IS FAIR AND REASONABLE AND IN THE BEST INTERESTS OF THE VALUE EQUITY FUND'S
TRUST PARTICIPANTS. ACCORDINGLY, THE TRUSTEES RECOMMEND APPROVAL OF 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"), 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 adviser 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:
<PAGE>
<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.
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.
Executive Vice President, Counsel, Secretary and
Director - RSGroup Trust Company
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, 1999, Investors was compensated as follows:
<TABLE>
<CAPTION>
Investment Rate of
Fund Name Total Assets Compensation
<S> <C> <C>
Enterprise Group of Funds .30%
(Growth and Income) $
Enterprise Accumulation Fund (Growth and .30%
Income) $
</TABLE>
Retirement System Distributors Inc. ("Distributors"), another
wholly-owned subsidiary of RSGroup, located at 317 Madison Avenue, New York,
New York 10017, is the principal underwriter to the Trust. For the year ended
September 30, 1999, 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,
located at 317 Madison Avenue, New York, New York 10017. For the year ended
September 30, 1999, Consultants received fees from the Trust in the aggregate
amount of $_________________________________________.
<PAGE>
Principal Unitholders
The Plan of Participation of each of the institutions listed below
owns of record and beneficially 5% or more of the Trust's and each Investment
Fund's outstanding Units, as of March 10, 2000. (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
Ridgewood Savings Bank
Core Equity Fund:
Ridgewood Savings Bank
Emerging Growth Equity Fund:
Ridgewood Savings Bank
International Equity Fund:
Staten Island Savings Bank
Roosevelt Savings Bank +
BSB Bank & Trust Company
Value Equity Fund:
Ridgewood Savings Bank
Actively Managed Bond Fund:
ALBANK, FSB
Ridgewood Savings Bank
Intermediate-Term Bond Fund:
ALBANK, FSB
Ridgewood Savings Bank
Short-Term Investment Fund:
Roosevelt Savings Bank * +
Independence Savings Bank *
Northfield Savings Bank *
Institutional Group Information Corp. *
The Dime Savings Bank of Williamsburgh *
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
PricewaterhouseCoopers 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 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.
* Defined Contribution Plan
+ Acquired by Roslyn Savings Bank, March 1999
Deadline For Submission Of Trust Participants'
Proposals To Be Presented To
2001 Annual Meeting Of Trust Participants
The 2001 Annual Meeting of Trust Participants is expected to be held
on or about May 24, 2001. Any proposal intended to be presented by any Trust
Participant for action at the 2001 Annual Meeting of Trust Participants must
be received by the Secretary of the Trust at 317 Madison Avenue, New York, New
York 10017, not later than January 24, 2001 in order for such proposal to be
included in the Proxy Statement and proxy relating to the 2001 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 2001
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, 1999 and
Semi-Annual Report for the six months ended March 31, 2000, 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,
STEPHEN P. POLLAK
Executive Vice President,
Counsel and Secretary
New York, New York
March 31, 2000
<PAGE>
EXHIBIT A
RSI RETIREMENT TRUST
RETIREMENT SYSTEM INVESTORS INC.
INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT made as of , 2000, 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 February
8, 1999, 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
a modification to the Fee Schedule under Schedule I of this Agreement under
which the Manager serves as investment manager of the assets comprising 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 adviser under the Investment Advisers Act of 1940, as amended. The
Manager 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-Adviser") to provide
investment management services to one or more of the Investment Funds. The
Sub-Adviser shall agree to comply with all provisions applicable to the Manager
hereunder. If the Manager retains a Sub-Adviser, the Trust will have no
responsibility to compensate the Sub-Adviser, 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 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-Adviser with the Act, reviewing such Sub-Adviser's
performance, analysis of the composition of such Sub-Adviser'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-Adviser. The Manager will prepare
presentations to Unitholders analyzing the Trust's overall performance based on
analysis of each Sub-Adviser'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 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 or 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-Adviser, 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-Advisers
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 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
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. SCHEDULE I
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 and Value Equity Fund
First $50 Million ............................... .60%
Next $150 Million ............................... .50
Over $200 Million ............................... .40
Emerging Growth Equity Fund
Assets Where No Sub-Adviser ..................... 1.0%
is Employed
International Equity Fund
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-Adviser, 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-Adviser (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-Adviser.
<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 28, 2000 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 28, 2000, at 10:30 A.M. (E.D.T.), or any adjournment or adjournments
thereof, as follows:
(1) Election of six (6) Trustees for a term of three (3) years and
until their respective successors are duly elected and qualified:
Nominees: Herbert G. Chorbajian
James P. Cronin
Ralph L. Hodgkins, Jr.
Joseph L. Mancino
William L. Schrauth
William E. Swan
/ / 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 PricewaterhouseCoopers LLP as the Trust's
independent accountants.
/ / FOR / / AGAINST / / ABSTAIN
(3) 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
(4) Upon all other matters which shall properly come before the
meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THE PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS TRUSTEES; FOR THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP; 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: , 2000
----------------------------------- --------------
(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.
