<PAGE>
RSI RETIREMENT TRUST
SUPPLEMENT DATED NOVEMBER 10, 2000
TO PROSPECTUS DATED JANUARY 28, 2000
The Board of Trustees of RSI Retirement Trust has authorized a modification
to the Trust's policies relating to REPURCHASE AGREEMENTS, one of the types of
investments that the Funds may make with the cash collateral received from the
lending of its portfolio securities. Previously, the Trust could enter into
repurchase agreements only for U.S. Government securities. Pursuant to the
modification, the Trust may also enter into repurchase agreements for
mortgage-related and other asset-backed securities and other corporate debt
meeting certain rating standards.
As a result of the foregoing, the last sentence of the fourth paragraph on
page 17 of the prospectus and the next to last sentence of the second paragraph
on page 4 of the STATEMENT OF ADDITIONAL INFORMATION, each under the heading
REPURCHASE AGREEMENTS, are restated to read as follows:
The Funds may enter into repurchase agreements for United States
Government securities, mortgage-related securities (as defined in the
Securities Exchange Act of 1934), other asset-backed securities rated at
least AA or the equivalent, and other corporate bonds, notes or other
debt instruments rated at least A or the equivalent.