<PAGE>
SEMI-ANNUAL
REPORT
*Not yet available for sale to investors
[LOGO]
RETIREMENT SYSTEM
Fund Inc.
CORE EQUITY FUND
EMERGING GROWTH EQUITY FUND
INTERMEDIATE-TERM FIXED-INCOME FUND
MONEY MARKET FUND
VALUE EQUITY FUND*
INTERNATIONAL EQUITY FUND*
ACTIVELY MANAGED FIXED-INCOME FUND*
1996
BROKER/DEALER
[LOGO]
RETIREMENT SYSTEM
Distributors Inc.
P.O. Box 2064
Grand Central Station
New York, NY 10163-2064
<PAGE>
TABLE OF CONTENTS
- ------------------------------------------------------
<TABLE>
<S> <C>
President's Message...................................................... 1
Investment Review........................................................ 2
Financial Statements of Investment Funds................................. 6
Core Equity Fund..................................................... 6
Emerging Growth Equity Fund.......................................... 10
Intermediate-Term Fixed-Income Fund.................................. 15
Money Market Fund.................................................... 18
Notes to Financial Statements............................................ 21
Officers, Consultants, Investment Managers,
Custodians, Distributor, Transfer Agent................................ 31
Board of Directors....................................................... 32
</TABLE>
Note: Investors currently may purchase shares of the Core Equity Fund, the
Emerging Growth Equity Fund, the Intermediate-Term Fixed-Income Fund and the
Money Market Fund. Shares of the Value Equity Fund, the International Equity
Fund and the Actively Managed Fixed-Income Fund, as described in Retirement
System Fund Inc.'s Prospectus, are not yet available for sale to investors.
This Semi-Annual Report is unaudited.
<PAGE>
PRESIDENT'S MESSAGE
To Our Shareholders:
Low inflation rates, modest economic growth, a huge cash inflow
into mutual funds by investors and corporate stock repurchases
have propelled the stock market over the past several years,
and continued to do so during the six-month period ended March
31, 1996.
Equity funds showed ongoing strength throughout the period,
with the S&P 500 Index (a measure of the U.S. broad equity
market) up 11.74%. The fixed-income markets, however, were
volatile during this period. Positive results were realized
during the first four months of the period, followed by
negative results for the remaining two months as interest rates
increased substantially due to stronger inflationary sentiments
in the marketplace. As a result, the Lehman Brothers Aggregate
Bond Index (a proxy for the fixed-income markets) returned
2.41% for the fiscal half year ended March 31, 1996.
During this six-month period, the Emerging Growth Equity
Fund achieved an excellent performance, with an 18.45% return
that was more than 10 percentage points higher than its Lipper
benchmark, the Lipper Small Company Growth Funds Average. For
the longer term (since inception or 4 years and 7 months ended
March 31, 1996), both equity funds and the fixed-income fund
reflected annualized returns that ranked in the top 10% of
their respective Lipper benchmark groupings.
During the fiscal year-to-date, another positive
development has been the growth of assets under Fund
management, which have increased by $2.9 million, to $17.8
million at March 31, 1996.
On behalf of the Board of Directors, I'd like to thank our
shareholders for choosing Retirement System Fund Inc. to help
meet their investment goals. I'd also like to thank members of
the Board for their valuable counsel and assistance.
Sincerely,
[SIG]
William Dannecker
President and Director
May 24, 1996
1
<PAGE>
INVESTMENT REVIEW
EQUITY FUNDS
For the first six months of fiscal year ended March 31, 1996,
the equity market indices showed ongoing strength throughout
the period with the Dow Jones Industrial Average (DJIA)
reflecting the highest gains at +18.07%. This was a period when
cyclical stocks were generally in favor (vis-a-vis growth
companies) and the DJIA benefited accordingly since this index
contains a number of cyclical stocks. The S&P 500, a
representative index of the U.S. broad equity market, rose
11.74% for the period. The Russell 2000, a small capitalization
index, turned in the lowest performance increase for the
period, at +7.41%. (This segment of the market, however, began
to gain momentum during the first quarter of 1996; this
momentum continued strongly through the month of April.) Value
oriented stocks (traditionally, stocks selling at low p/e's
and/or high dividend yields) also did well for the past six
months. The representative index for this investment
discipline, the Russell 1000 Value Index, returned +12.67%.
Modest economic growth, low inflation rates, and huge cash
inflow by mutual fund investors and corporate stock repurchases
have propelled the stock market over the past several years and
this was also quite evident so far in fiscal year 1996.
Corporate earnings continue to benefit from productivity gains
from technological innovations and downsizing of costs.
Economic growth (Gross Domestic Product--"GDP") was
lackluster, growing at an annualized rate of only 0.5% for the
fourth quarter, 1995, but picked up momentum during the first
quarter of 1996. However, the crippling strikes at a number of
General Motors plants throughout the U.S. during the period had
some dampening effect on the economy. A change may be occurring
as recent data, though inconclusive, suggest the possibility of
stronger economic growth and we have seen a 75 basis point rise
in long interest rates since year end. Earnings valuations seem
full unless interest rates resume their decline or earnings
growth momentum accelerates.
In this environment, the Fund's two equity funds turned in
respectable performance results for the six-month period
(October, 1995 through March, 1996).
CORE EQUITY FUND
The Core Equity Fund posted an 8.47% return for the six months
ended March 31, 1996, compared to a return of 10.51% for the
Lipper Growth and Income Funds Average, its performance
comparison benchmark. For the one-year period ended March 31,
1996, this Fund returned 36.53% versus the 27.73% return of the
Lipper benchmark, a difference of nearly ten percentage points,
and ranked in the top 2% of the Lipper Growth & Income Fund
grouping (8th out of 480 funds). Since inception (June 1, 1991
to March 31, 1996), this Fund achieved an annualized return of
16.49%, and ranked in the top 7% of the Lipper Growth and
Income Funds' grouping (13th out of 207 funds).
2
<PAGE>
EMERGING GROWTH EQUITY FUND
For the six-month period ended March 31, 1996, the Emerging
Growth Equity Fund recorded a return of 18.45%, outperforming
the 8.18% return of the Lipper Small Company Growth Funds
Average by more than ten percentage points. For the one-year
period ended March 31, 1996, the Fund returned 47.20%, nearly
16 percentage points higher than the 31.25% return of its
Lipper benchmark, and achieved a top 10% ranking in the Lipper
Small Company Growth Funds grouping (31st out of 324 funds).
Since inception (June 1, 1991 to March 31, 1996) the Fund
achieved a 25.94% annualized return, compared to a 16.84%
annualized return for its Lipper benchmark. This return placed
the Fund in the top 5% of the Lipper Small Company Growth
Funds' grouping (4th out of 88 funds).
FIXED-INCOME FUNDS
In the fourth quarter of 1995, inflation remained well under
control, as the Consumer Price Index (CPI) was up only 0.2% for
the period. It was a period when interest rates throughout the
yield curve were declining and a period that the Federal
Reserve (Fed) was somewhat concerned with the sluggishness of
the economy--in mid-December, it lowered the Federal Funds Rate
by 25 basis points to 5.50%, with the expectation this would
help to recharge economic growth. For the longer-term portion
of the yield curve, fixed-income total returns (interest plus
price changes), as measured by the Lehman Brothers Aggregate
Bond Index, rose 4.26% for the quarter. For the short- to-
intermediate-term securities (represented by the Lehman
Brothers Government-Intermediate Bond Index), the total
quarterly return was up 3.34%; and cash equivalent-type
investments (the 90-Day Treasury Bills) increased 1.29% for
this period.
The first quarter of 1996 reflected a turn in
events--intermediate and longer-term interest rates rose
substantially with the 5-year Treasury increasing to 6.08% at
quarter end from 5.38% at December 31, 1995 and the 30-year
Treasury up to 6.67% at March 31, 1996 from 5.95% at December
31, 1995. The strong upward movement in interest rates
ironically came after the Fed lowered the Federal Funds Rate by
25 basis points (to 5.25%) and the Discount Rate by 25 basis
points (to 5.00). There is a growing concern that the economy
may be re-accelerating which is contributing to rising
inflationary concerns and the upward trend in interest rates.
In addition, fixed-income markets appeared to be reflecting
disappointment in current efforts to reduce federal deficits as
well as anxiety about prospects in the forthcoming election. As
a result of the conditions that prevailed during this quarter,
the Lehman Brothers Government-Intermediate Bond Index ( a
proxy for the short- to-intermediate securities) gave back some
of the gains realized in the fourth quarter, 1995, but finished
the fiscal half year ending March 31, 1996 with a positive
return of +2.64%. The 90-Day U.S. Treasury Bills returned 2.52%
for this six month period.
INTERMEDIATE-TERM FIXED-INCOME FUND
The Intermediate-Term Fixed-Income Fund returned 1.46% for the
fiscal year-to-date ended March 31, 1996, trailing its
benchmark, the Lipper Short-Intermediate (1 to 5 year maturity)
U.S. Government Funds grouping, which returned 2.34%. For the
one
3
<PAGE>
year ended March 31, 1996, this Fund achieved a 7.42% return,
compared to a 7.89% return for the Lipper benchmark. With an
annualized return of 7.33% since inception (June 1, 1991 to
March 31, 1996), this Fund outperformed the Lipper benchmark's
performance of 6.56% for the same period, and ranked in the top
8% of its Lipper grouping (2nd out of 25 funds).
The Intermediate-Term Fixed-Income Fund emphasizes quality
of holdings, with 100% in U.S. Government and Agency issues. At
March 31, 1996, the Fund reflected an average maturity of 4.43
years and an average duration of 3.59 years, versus 3.87 years
and 2.84 years, respectively, at September 30, 1995.
MONEY MARKET FUND
The performance of the Money Market Fund continues to keep pace
with its performance benchmark, the Donoghue All Taxable Money
Funds Average. For the six months ended March 31, 1996, the
Money market Fund returned 2.62%, versus the benchmark's return
of 2.56%. For the one year ended March 31, 1996, the Fund
produced a return of 5.43%, which compares favorably to the
benchmark's return of 5.38%. Since inception (April 1, 1991 to
March 31, 1996), this Fund achieved an annualized return of
4.03%, within nine basis points of the 4.12% annualized return
of its Donoghue benchmark.
The Money Market Fund emphasizes quality holdings, with
100% in U.S. Treasury Bills, U.S. Government Agency issues and
AAA-rated securities. On March 31, 1996, the average maturity
of all portfolio holdings was 48 days versus 26 days, six
months ago (September 30, 1995).
4
<PAGE>
EQUITY FUNDS
NET INVESTMENT PERFORMANCE(1)
FOR PERIODS ENDED MARCH 31, 1996
---------------------------------------------------------------
<TABLE>
<CAPTION>
Annualized
------------------------
Since
6 Months 1 Year 3 Years Inception(2)
------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
CORE EQUITY FUND 8.47% 36.53% 18.31% 16.49%
Lipper Growth & Income Funds
Average(3) 10.51 27.73 13.56 13.09
EMERGING GROWTH EQUITY FUND 18.45 47.20 29.33 25.94
Lipper Small Company Growth Funds
Average(3) 8.18 31.25 16.33 16.84
</TABLE>
1. All performance results shown are net of management fees
and all related expenses, unless otherwise footnoted.
2. Covers the period from 6/1/91 through 3/31/96.
3. Lipper Analytical Services is an independent reporting
service that measures the performance of most U.S. mutual
funds. The performance results reflect an unmanaged index
and are net of all expenses other than sales charges and
redemption fees.
---------------------------------------------------------------
FIXED-INCOME FUNDS
NET INVESTMENT PERFORMANCE(1)
FOR PERIODS ENDED MARCH 31, 1996
---------------------------------------------------------------
<TABLE>
<CAPTION>
Annualized
------------------------
Since
6 Months 1 Year 3 Years Inception
------------ ---------- ---------- ------------
<S> <C> <C> <C> <C>
INTERMEDIATE-TERM FIXED-INCOME FUND 1.46% 7.42% 4.07% 7.33%(2)
Lipper Short-Intermediate
(1 to 5 year maturity)
U.S. Government Funds Average 2.34 7.89 4.24 6.56(2)
MONEY MARKET FUND(3) 2.62 5.43 4.18 4.03(4)
Donoghue All Taxable Money Fund
Average(5) 2.56 5.38 4.17 4.12(4)
</TABLE>
1. All performance results shown are net of management fees
and all related expenses, unless otherwise footnoted.
2. Covers the period from 6/1/91 through 3/31/96.
3. Investment in the Money Market Fund is neither insured or
guaranteed by the U.S. Government and there is no assurance
that the fund will maintain a steady net asset value of
$1.00 per share.
4. Covers the period from 4/1/91 through 3/31/96.
5. Reported by the Donoghue Money Fund Reporting Service. The
performance results reflect an unmanaged index and are net,
since expenses are applicable.
---------------------------------------------------------------
5
<PAGE>
FINANCIAL STATEMENTS OF INVESTMENT FUNDS
CORE EQUITY FUND
Statement of Investments
March 31, 1996 (Unaudited)
---------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
- --------- ----------
<C> <S> <C> <C>
COMMON STOCKS 90.1%
AEROSPACE 1.1%
1,000 Lockheed Martin Corp. $ 75,875
----------
AUTOMOTIVE & PARTS 1.5%
2,600 Arvin Industries Inc. 53,950
820 Chrysler Corp. 51,045
----------
104,995
----------
BANKING 6.1%
1,500 BankAmerica Corp. 116,250
1,900 Chase Manhattan Bank 139,650
2,000 Citicorp 160,000
----------
415,900
----------
CHEMICALS 3.5%
2,900 E.I. Du Pont De Nemours &
Company 240,700
----------
BUILDING PRODUCTS 3.5%
3,000 Armstrong World
Industries Inc. 186,375
2,500 Martin Marietta Materials 56,875
----------
243,250
----------
DRUG AND HEALTH CARE 7.2%
2,900 Johnson & Johnson 267,525
3,400 Pfizer Inc. 227,800
----------
495,325
----------
ELECTRONICS & ELECTRICAL 16.1%
2,400 Cisco Systems Inc.* 111,300
4,200 Emerson Electric Company 339,150
4,600 General Electric Corp. 358,225
2,600 Hewlett Packard Corp. 244,400
1,000 Motorola Inc. 53,000
----------
1,106,075
----------
ENERGY 5.3%
2,500 Dresser Industries Inc. 76,250
2,300 Exxon Corp. 187,738
200 Royal Dutch Petroleum
Company 28,250
800 Texaco Inc. 68,800
----------
361,038
----------
ENGINEERING AND
CONSTRUCTION 3.6%
3,600 Fluor Corp. 245,700
----------
</TABLE>
See Notes to Financial Statements
6
<PAGE>
CORE EQUITY FUND (CONTINUED)
Statement of Investments
March 31, 1996 (Unaudited)
- ----------------------------------------------
<TABLE>
<CAPTION>
Shares Value
- --------- ----------
<C> <S> <C> <C>
FINANCIAL SERVICES 5.8%
9,200 Federal National Mortgage
Association $ 293,250
1,100 J.P. Morgan & Company
Inc. 91,300
300 Sunamerica, Inc. 15,113
----------
399,663
----------
FOOD & BEVERAGES 0.1%
200 Dole Food Company 7,700
----------
HOUSEHOLD PRODUCTS 0.9%
700 Procter & Gamble Company 59,325
----------
INSURANCE 2.8%
2,900 Allstate Corp. 122,163
1,000 Travelers Group Inc. 66,000
----------
188,163
----------
MACHINERY & ENGINEERING 1.6%
1,600 Cincinnati Milacron Inc. 42,000
1,200 Deere & Company 50,100
400 Ingersoll-Rand Company 16,300
----------
108,400
----------
METALS AND MINING 1.8%
900 Phelps Dodge Corp. 61,763
1,000 Potash Corp. of
Saskatchewan 62,500
----------
124,263
----------
OFFICE AND BUSINESS
EQUIPMENT 4.7%
900 International Business
Machines Corp. 100,012
1,800 Xerox Corp. 225,900
----------
325,912
----------
<CAPTION>
Shares Value
- --------- ----------
<C> <S> <C> <C>
OTHER 7.5%
4,500 Allied Signal Inc. $ 266,062
2,800 Phillip Morris Companies
Inc. 245,700
----------
511,762
----------
SOFTWARE PRODUCTS 7.5%
400 3Com Corp. 15,900
1,200 General Motors Class E
shares 68,400
9,300 Informix Corp.* 245,287
4,000 Oracle Systems Corp.* 188,500
----------
518,087
----------
TELECOMMUNICATIONS 9.5%
3,800 American Telephone &
Telegraph Corp. 232,750
4,700 DSC Communications Corp.* 126,900
6,000 Tellabs Inc.* 290,250
----------
649,900
----------
Total Common Stocks (Cost $4,116,082) $6,182,033
----------
<CAPTION>
Principal
Amount
- ---------
<C> <S> <C> <C>
SHORT-TERM INVESTMENTS
REPURCHASE AGREEMENTS 4.0%
$275,000 Bear Stearns & Co. Inc.
Dated 3/29/1996 5.25%
Due 4/1/1996
Collateralized by
870,000 United States
Treasury Strips Due
8/15/2012 (Value
$280,575) 275,000
----------
Total Investments (Cost $4,391,082) 94.1% $6,457,033
Other Assets, Less Liabilities 5.9% 407,469
------ ----------
Net Assets 100.0% $6,864,502
------ ----------
------ ----------
</TABLE>
*Denotes non-income producing security.
See Notes to Financial Statements 7
<PAGE>
CORE EQUITY FUND (CONTINUED)
Statement of Assets and Liabilities March 31, 1996 (Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments in securities at value (Cost
$4,391,082)--Note 2 $6,457,033
Cash 401,793
Receivable for shares sold 4,270
Dividends and interest receivable 14,860
Deferred organizational costs 2,061
Other Assets 7,433
----------
6,887,450
LIABILITIES:
Accrued expenses and other 22,948
----------
NET ASSETS at value, applicable to 384,512
outstanding shares--Note 5 $6,864,502
----------
----------
NET ASSET VALUE offering and redemption price
per share
($6,864,502 divided by 384,512 shares) $ 17.85
----------
----------
</TABLE>
Statement of Operations Six Months Ended March 31, 1996
(Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 17,921
Dividends 53,158
--------
Total Income $ 71,079
Expenses:
Investment manager's fees--Note 3 18,873
Shareholder servicing fees and
expenses--Note 3 18,873
Distribution fee--Note 3 6,291
Custodian fees and expenses 2,639
Legal and auditing fees 3,840
Directors' fees and expenses 4,343
Other 16,284
--------
Total expenses 71,143
Less expense reimbursement--Note 3 (41,644)
--------
Net expenses 29,499
--------
INVESTMENT INCOME--NET 41,580
REALIZED AND UNREALIZED GAIN ON
INVESTMENTS--Note 4:
Net realized gain on investments 224,779
Unrealized appreciation on investments 239,009
--------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS 463,788
--------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $505,368
--------
--------
</TABLE>
See Notes to Financial Statements
8
<PAGE>
CORE EQUITY FUND (CONTINUED)
Statement of Changes in Net Assets
---------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
3/31/96 9/30/95
(Unaudited) (Audited)
---------- ----------
<S> <C> <C>
OPERATIONS:
Investment income--net $ 41,580 $ 68,141
Net realized gain (loss) on investments 224,779 (18,467)
Unrealized appreciation on investments 239,009 1,388,101
---------- ----------
Increase in net assets resulting from operations 505,368 1,437,775
---------- ----------
DIVIDEND DISTRIBUTION--Note 2:
Investment income--net (86,059) (77,331)
Realized gain on investments 0 (37,144)
---------- ----------
(86,059) (114,475)
---------- ----------
CAPITAL TRANSACTIONS--Note 5:
Value of shares sold 1,148,131 912,546
Value of shares redeemed (446,435) (332,203)
Value of shares issued in reinvestment of dividend distribution 86,059 114,475
---------- ----------
Net increase in net assets resulting from capital transactions 787,755 694,818
---------- ----------
Net increase 1,207,064 2,018,118
NET ASSETS at beginning of period 5,657,438 3,639,320
---------- ----------
NET ASSETS at end of period $6,864,502 $5,657,438
---------- ----------
---------- ----------
</TABLE>
See Notes to Financial Statements
9
<PAGE>
EMERGING GROWTH EQUITY FUND
Statement of Investments
March 31, 1996 (Unaudited)
- ----------------------------------------------
<TABLE>
<CAPTION>
Shares Value
- --------- ----------
<C> <S> <C> <C>
COMMON STOCKS 96.5%
APPAREL AND TEXTILE 3.7%
789 Nautica Enterprises Inc.* $ 37,478
1,095 St. John Knits Inc. 73,776
800 Tommy Hilfiger* 36,700
----------
147,954
----------
AUTOMOTIVE PRODUCTS 0.4%
750 Custom Chrome* 18,000
----------
BROADCASTING & PUBLISHING 3.0%
300 Chancellor Corp Cl A* 6,600
600 American Radio Systems
Corp.* 19,950
525 LIN Television Corp.* 18,506
460 Renaissance
Communications Corp.* 11,443
800 SFX Broadcasting Inc.* 27,000
400 Sinclair Broadcast Group
Inc.* 10,200
900 Young Broadcasting Corp.
Cl. A* 26,550
----------
120,249
----------
BUILDING & CONSTRUCTION 0.7%
710 Fastenal Company 27,335
----------
BUSINESS AND PUBLIC
SERVICES 4.8%
2,350 Accustaff Inc.* 59,338
430 Cambridge Technology
Partners Inc.* 24,510
1,280 Concord EFS, Inc.* 33,280
860 Keane Inc.* 25,693
1,020 Robert Half International
Inc.* 49,598
----------
192,419
----------
COMMERCIAL SERVICES 4.5%
1,800 Career Horizons Inc.* 53,325
525 Core Staff* 15,750
700 F.Y.I., Inc.* 11,200
300 Mecon, Inc.* 5,850
600 Physician Support
Systems* 10,125
1,200 PMT Services Inc.* 28,800
1,500 Wackenhut Corrections
Corp.* 58,313
----------
183,363
----------
CONSUMER GOODS AND
SERVICES 6.9%
1,150 Blyth Industries Inc.* 38,238
185 Department 56* 4,047
2,150 Hollywood Entertainment
Corp.* 28,488
2,100 Rexall Sundown Inc.* 63,263
900 Pete's Brewing Company* 16,875
1,300 Speedway Motorsports
Inc.* 36,725
955 Stewart Enterprises Inc. 40,826
1,707 Wolverine World Wide 47,796
----------
276,258
----------
<CAPTION>
Shares Value
- --------- ----------
<C> <S> <C> <C>
DATA PROCESSING 5.3%
400 Alphanet Solutions Inc* $ 4,000
900 Alternative Resources
Corp.* 29,250
425 Business Objects SA ADR* 36,125
700 Comshare Inc* 15,750
800 Data Processing
Resources, Corp.* 22,000
600 In Focus Systems, Inc.* 21,000
805 Mercury Interactive
Corp.* 12,276
300 HPR Inc.* 11,550
400 Security Dynamics Tech
Inc.* 21,000
500 Vantive Corp.* 10,250
1,212 Zebra Technologies Corp.* 32,118
----------
215,319
----------
ELECTRONICS & ELECTRICAL 5.0%
1,900 Actel Corp.* 29,213
900 Advanced Lighting Techs* 12,488
1,129 Baldor Electric Company 22,720
1,100 C.P. Clare Corp.* 20,900
600 Eltron International
Inc.* 19,800
500 Telecom Semiconductor
Inc* 2,438
600 Flextronics International
Ltd.* 18,150
609 Harman International
Industries Inc. 22,838
1,100 Sanmina Corp.* 32,175
600 Sierra Semiconductor
Corp.* 11,325
700 Smart Flex Systems* 10,150
----------
202,197
----------
EMPLOYMENT AGENCY 1.4%
930 On Assignment Inc. * 34,294
400 Romac International* 12,000
1,000 SOS Staffing Services* 10,875
----------
57,169
----------
ENTERTAINMENT 2.6%
1,100 Family Golf Centers,
Inc.* 29,150
750 Moovies, Inc.* 10,406
200 Penske Motorsports Inc.* 7,450
700 Regal Cinemas Inc.* 25,725
1,300 Sodak Gaming Inc.* 30,875
----------
103,606
----------
FOOD AND SERVICES 1.4%
925 Apple South Inc. 22,430
1,060 Landry Seafood
Restaurants* 19,345
800 Quantum Restaurant Group
Inc.* 13,200
----------
54,975
----------
FURNITURE/HOME APPLIANCES 0.5%
1,050 Cort Business Services
Corp.* 18,900
----------
</TABLE>
See Notes to Financial Statements 10
<PAGE>
EMERGING GROWTH EQUITY FUND
(CONTINUED)
Statement of Investments
March 31, 1996 (Unaudited)
- ----------------------------------------------
<TABLE>
<CAPTION>
Shares Value
- --------- ----------
INSURANCE 6.4%
<C> <S> <C> <C>
875 Compdent Corp.* $ 30,844
635 CRA Managed Care Inc.* 22,700
600 First Commonwealth Inc.* 15,000
1,292 HCC Insurance Holdings
Inc.* 70,899
535 Healthwise Of America
Inc.* 21,266
920 Reinsurance Group Of
America Inc.* 33,695
565 Sierra Health Services* 18,433
680 Trenwick Group Inc. 34,680
735 Wellcare Management Group
Inc.* 12,127
----------
259,644
----------
LODGING/MOTELS 1.8%
2,800 Prime Hospitality Corp.* 38,150
1,240 Studio Plus Hotels Inc.* 33,480
----------
71,630
----------
MACHINERY & ENGINEERING 1.5%
400 Computational System
Inc.* 7,000
803 Credence Systems Corp.* 13,450
200 Thermo Sentron, Inc.* 3,200
800 JLG Industries, Inc. 36,200
----------
59,850
----------
MEDICAL SERVICES AND
DRUGS 21.1%
150 ABR Information Services
Inc.* 6,900
450 Access Health Inc.* 17,438
1,250 American Homepatient
Inc.* 48,750
500 Arthrocare Corp.* 11,000
1,200 ARV Assisted Living Inc.* 19,800
1,325 Authentic Fitness Corp. 34,284
1,260 Avecor Cardiovascular
Inc.* 16,538
800 Bio-Vascular Inc.* 8,500
650 Community Health Systems* 26,650
1,575 Dura Pharmaceuticals
Inc.* 77,962
600 Emeritus Corp.* 12,225
300 Endosonics Corp.* 5,325
800 Gelman Sciences, Inc.* 20,800
885 Genesis Health Ventures
Inc.* 35,732
1,095 Health Management
Associates* 38,325
400 Healthplan Services
Corp.* 9,150
200 Hologic Inc.* 4,500
640 I Stat Corp.* 16,160
650 ICU Medical Inc.* 9,425
900 Idexx Laboratories Inc.* 37,575
1,050 IGEN Inc.* 5,250
1,100 Immulogic Pharmaceutical
Corp.* 14,300
900 Impath, Inc.* 12,600
<CAPTION>
Shares Value
- --------- ----------
<C> <S> <C> <C>
650 Instent Inc.* $ 14,463
1,300 Iridex Corp.* 13,325
705 Lincare Holdings Inc.* 22,913
825 Living Centers Of
America* 30,730
675 Lunar Corp.* 28,856
1,100 Meridian Diagnostics Inc. 11,275
700 National Surgery Centers
Inc.* 22,050
1,100 NCS Healthcare Inc Cl A* 26,950
200 Occusystems Inc.* 4,450
400 Oncormed, Inc.* 2,550
1,000 Owen Healthcare Inc.* 22,750
500 Pediatix Medical Group
Inc.* 17,750
400 Renal Care Group Inc.* 11,100
550 Research Medical Inc.* 12,650
1,100 Respironics, Inc.* 23,100
1,260 Sola International Inc.* 39,218
1,200 Sterling House Corp.* 21,450
300 Target Therapeutics Inc.* 18,188
500 United Dental Care Inc.* 19,375
----------
852,332
----------
PHARMACEUTICALS 1.4%
200 Alpha Beta Technology,
Inc.* 2,475
200 Gilead Sciences Inc.* 5,650
1,200 La Jolla Pharmaceutical
Company* 9,600
900 Parexel International
Corp.* 38,250
----------
55,975
----------
PRINTING 0.1%
300 Mecklermedia Corp.* 3,375
----------
RETAIL TRADE 1.0%
700 Globe Business Resources,
Inc.* 7,700
600 Party City Corp* 8,700
1 Corporate Express Inc.* 16
500 West Marine Inc.* 23,250
----------
39,666
----------
SOFTWARE PRODUCTS 12.1%
600 Analysts International
Corp. 20,100
650 Bisys Group Inc.* 21,206
2,432 Computer Horizons Corp.* 91,808
200 Enterprise Systems* 5,500
650 Imnet Systems, Inc.* 19,338
470 Inso Corp.* 21,503
600 Logic Works, Inc.* 9,750
840 McAfee Associates Inc.* 45,990
850 Microcom Inc.* 25,394
200 Netcom On-Line
Communication* 4,800
</TABLE>
See Notes to Financial Statements 11
<PAGE>
EMERGING GROWTH EQUITY FUND
(CONTINUED)
Statement of Investments
March 31, 1996 (Unaudited)
- ----------------------------------------------
<TABLE>
<CAPTION>
Shares Value
- --------- ----------
SOFTWARE PRODUCTS--Continued
<C> <S> <C> <C>
900 Pairgain Technologies
Inc.* $ 57,938
500 Workgroup Technology
Corp.* 10,750
600 Health Systems Design
Corp.* 8,250
1,125 Peak Technologies Group
Inc.* 19,969
900 PRI Automation, Inc.* 21,825
425 Project Software &
Development, Inc.* 16,256
700 Renaissance Solutions
Inc.* 20,300
150 Shiva Corp.* 13,613
519 Softkey International
Inc.* 10,380
1,500 Technology Solutions
Company* 40,688
200 Unison Software Inc.* 4,400
----------
489,758
----------
TELECOMMUNICATIONS 9.0%
700 BET Holdings* 19,513
400 CMG Information Services
Inc. 15,500
700 Centennial Cellular
Corp.* 10,587
1,223 Century Communications
Corp.* 11,847
900 Clear Channel
Communications Inc.* 50,849
1,300 Coherent Communication
Systems Corp.* 26,975
1,050 Colonial Data
Technologies Corp.* 23,230
540 Commnet Cellular Inc.* 14,917
2,100 CAI Wireless Systems
Inc.* 15,488
1,000 Evergreen Media Corp.* 35,750
1,475 EZ Communications Inc. Cl
A* 31,712
875 Heartland Wireless
Communications Inc.* 22,094
<CAPTION>
Shares Value
- --------- ----------
<C> <S> <C> <C>
TELECOMMUNICATIONS--Continued
900 P-Com Inc.* $ 17,550
1,125 Saga Communications Inc.
Cl A* 23,905
1,125 Transaction Network
Services* 38,813
200 Wireless One Inc.* 3,200
----------
361,930
----------
TOYS 0.6%
1,300 Galoob (Lewis) Toys Inc.* 26,325
----------
TRANSPORTATION 1.3%
1,025 Expeditors International
Wash Inc. 26,906
700 Fritz Companies, Inc.* 26,774
----------
53,680
----------
Total Common Stocks (Cost
$2,630,102) $3,891,909
----------
<CAPTION>
Principal
Amount
- ---------
<C> <S> <C> <C>
SHORT TERM INVESTMENTS
REPURCHASE AGREEMENT 1.4%
$54,502 Bear, Stearns & Co. Inc.
Dated 3/29/1996 5.25%
Due 4/1/1996
Collateralized by
175,000 United States
Treasury Strips Due
8/15/2012 (Value
$56,438) 54,502
----------
Total Investments (Cost $2,684,604) 97.9% $3,946,411
Other Assets, Less Liabilities 2.1% 83,900
------ ----------
Net Assets 100.0% $4,030,311
------ ----------
------ ----------
</TABLE>
*Denotes non-income producing security.
See Notes to Financial Statements 12
<PAGE>
EMERGING GROWTH EQUITY FUND (CONTINUED)
Statement of Assets and Liabilities March 31, 1996 (Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
Investments in securities at value (Cost
$2,684,604)--Note 2 $3,946,411
Receivable for investments sold 126,559
Receivable for shares sold 6,352
Dividends and interest receivable 920
Deferred organizational costs 2,059
Other Assets 9,920
----------
4,092,221
LIABILITIES:
Payable for investments purchased $ 35,728
Accrued expenses and other 26,182 61,910
-------- ----------
NET ASSETS at value, applicable to 192,789
outstanding shares--Note 5 $4,030,311
----------
----------
NET ASSET VALUE offering and redemption price
per share
($4,030,311 divided by 192,789 shares) $ 20.91
----------
----------
</TABLE>
Statement of Operations Six Months Ended March 31, 1996
(Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $ 6,083
Dividends 1,785
---------
Total Income $ 7,868
Expenses:
Investment manager's fees--Note 3 16,797
Shareholder servicing fees and expenses--Note 3 10,487
Distribution fee--Note 3 3,496
Custodian fees and expenses 19,297
Legal and auditing fees 3,090
Directors' fees and expenses 4,343
Other 15,931
---------
Total expenses 73,441
Less expense reimbursement--Note 3 (40,040)
---------
Net expenses 33,401
---------
INVESTMENT (LOSS)--NET (25,533)
REALIZED AND UNREALIZED GAIN ON INVESTMENTS--Note 4:
Net realized gain on investments 283,537
Unrealized appreciation on investments 374,330
---------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 657,867
---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 632,334
---------
---------
</TABLE>
See Notes to Financial Statements
13
<PAGE>
EMERGING GROWTH EQUITY FUND (CONTINUED)
Statement of Changes in Net Assets March 31, 1996 (Unaudited)
---------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
3/31/96 9/30/95
(Unaudited) (Audited)
---------- ----------
<S> <C> <C>
OPERATIONS:
Investment (loss)--net $ (25,533) $ (29,893)
Net realized gain on investments 283,537 272,274
Unrealized appreciation on investments 374,330 547,848
---------- ----------
Increase in Net Assets resulting from operations 632,334 790,229
---------- ----------
DIVIDEND DISTRIBUTION--Note 2:
Realized gain on investments (252,458) (45,582)
---------- ----------
(252,458) (45,582)
---------- ----------
CAPITAL TRANSACTIONS--Note 5:
Value of shares sold 825,285 527,430
Value of shares redeemed (376,312) (191,700)
Value of shares issued in reinvestment of dividend distribution 250,996 45,582
---------- ----------
Net increase in net assets resulting from capital transactions 699,969 381,312
---------- ----------
Net increase 1,079,845 1,125,959
NET ASSETS at beginning of period 2,950,466 1,824,507
---------- ----------
NET ASSETS at end of period $4,030,311 $2,950,466
---------- ----------
---------- ----------
</TABLE>
See Notes to Financial Statements
14
<PAGE>
INTERMEDIATE-TERM FIXED-INCOME FUND
Statement of Investments
March 31, 1996 (Unaudited)
- ----------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Value
- --------- ----------
<C> <S> <C> <C>
UNITED STATES GOVERNMENT AND
AGENCY OBLIGATIONS 92.9%
$ 250,000 Federal Home Loan Mortgage Corp.
CMO 1489 G
5.85% Due 10/15/2006 $ 242,592
250,000 Federal National Mortgage Assoc.
CMO G93-8 PG
6.50% Due 7/25/2018 242,815
250,000 Federal National Mortgage Assoc.
CMO G93-3 G
6.00% Due 6/25/2018 237,715
250,000 Federal National Mortgage Assoc.
CMO 1993-54 E
6.25% Due 6/25/2019 239,697
250,000 Federal National Mortgage Assoc.
CMO 1992-9 G
7.00% Due 7/25/2005 251,450
209,338 Federal National Mortgage Assoc.
Pool #050987
6.5% Due 2/1/2009 205,540
600,000 Federal Home Loan Mortgage Corp.
Remic 1611 I
6.00% Due 2/15/2023 561,071
682,205 Federal Home Loan Mortgage Corp.
Remic 1680 E
6.50% Due 2/15/2024 648,299
500,000 Federal National Mortgage Assn
CMO 1994-10 M
6.50% Due 6/25/2023 480,755
250,000 Federal National Mortgage Assoc.
Med Term Note
6.25% Due 1/14/2004 236,987
450,000 Federal National Mortgage Assoc.
Remic 1993-167 H
6.35% Due 1/25/2022 430,650
<CAPTION>
Principal
Amount Value
- --------- ----------
<C> <S> <C> <C>
$ 299,543 Federal National Mortgage Assoc.
Remic 93-154 K
6.00% Due 8/25/2008 $ 279,443
390,000 Federal National Mortgage Assoc.
Med. Term Note
7.46% Due 9/30/1999 399,469
175,000 U.S. Treasury Note
8.875% Due 11/15/1997 183,258
380,000 U.S. Treasury Note
8.875% Due 5/15/2000 418,355
U.S. Treasury Note Stripped
100,000 Coupon
0.00% Due 2/15/1998
89,825
U.S. Treasury Note Stripped
65,000 Principal
0.00% Due 2/15/1998
58,365
----------
Total United States Government and
Agency
Obligations (Cost $5,279,369)
$5,206,286
----------
SHORT TERM INVESTMENTS 6.0%
$ 250,000 Federal Home Loan Mortgage Corp.
Discount Note
5.40% Due 4/2/1996
(Cost $249,963) $ 249,963
REPURCHASE AGREEMENT
Bear Stearns & Co. Inc Dated
$88,002 3/29/1995 5.25% Due 4/1/1996
Collateralized by 280,000
United States Treasury Strips
Due 8/15/2012
(Value $88,002)
88,002
----------
Total Short term Investments (Cost
$337,965) $ 337,965
----------
Total Investments (Cost $5,617,334) 98.9% $5,544,251
Other Assets, Less Liabilities 1.1% 61,234
------ ----------
Net Assets 100.0% $5,605,485
------ ----------
------ ----------
</TABLE>
See Notes to Financial Statements 15
<PAGE>
INTERMEDIATE-TERM FIXED-INCOME FUND (CONTINUED)
Statement of Assets and Liabilities March 31, 1996 (Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS:
Investments in securities at value (Cost
$5,617,334)--Note 2 $5,544,251
Receivable for shares sold 15,199
Dividends and interest receivable 57,652
Deferred organizational costs 2,063
Other Assets 5,830
----------
5,624,995
LIABILITIES:
Accrued expenses and other 19,510
----------
NET ASSETS at value, applicable to 529,204
outstanding shares--Note 5 $5,605,485
----------
----------
NET ASSET VALUE offering and redemption price
per share
($5,605,485 divided by 529,204 shares) $ 10.59
----------
----------
</TABLE>
Statement of Operations Six Months Ended March 31, 1996
(Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 216,416
---------
Total Income $ 216,416
Expenses:
Investment manager's fees--Note 3 11,010
Shareholder servicing fees and expenses--Note 3 16,514
Distribution fee--Note 3 5,505
Custodian fees and expenses 1,549
Legal and auditing fees 3,090
Directors' fees and expenses 4,343
Other 16,257
---------
Total expenses 58,268
Less expense reimbursement--Note 3 (32,547)
---------
Net expenses 25,721
---------
INVESTMENT INCOME--NET 190,695
REALIZED GAIN AND UNREALIZED (LOSS) ON INVESTMENTS--Note
4:
Net realized gain on investments 1,677
Unrealized appreciation (depreciation) on investments (111,756)
---------
NET REALIZED GAIN AND UNREALIZED (LOSS) ON INVESTMENTS (110,079)
---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 80,616
---------
---------
</TABLE>
See Notes to Financial Statements
16
<PAGE>
INTERMEDIATE-TERM FIXED-INCOME FUND (CONTINUED)
Statement of Changes in Net Assets
---------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
3/31/96 9/30/95
(Unaudited) (Audited)
---------- ----------
<S> <C> <C>
OPERATIONS:
Investment income--net $ 190,695 $ 260,487
Net realized gain (loss) on investments 1,677 (273)
Unrealized appreciation (depreciation) on investments (111,756) 185,270
---------- ----------
Increase in Net Assets resulting from operations 80,616 445,484
---------- ----------
DIVIDEND DISTRIBUTION--Note 2:
Investment income--net (191,357) (246,044)
Realized gain (loss) on investments 0 (19,238)
---------- ----------
(191,357) (265,282)
---------- ----------
CAPITAL TRANSACTIONS--Note 5:
Value of shares sold 968,620 1,578,988
Value of shares redeemed (578,418) (258,804)
Value of shares issued in reinvestment of dividend distribution 190,289 263,537
---------- ----------
Net increase in net assets resulting from capital transactions 580,491 1,583,721
---------- ----------
Net increase 469,750 1,763,923
NET ASSETS at beginning of period 5,135,735 3,371,812
---------- ----------
NET ASSETS at end of period $5,605,485 $5,135,735
---------- ----------
---------- ----------
</TABLE>
See Notes to Financial Statements
17
<PAGE>
MONEY MARKET FUND
Statement of Investments
March 31, 1996 (Unaudited)
- ----------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount Value
- --------- ----------
<C> <S> <C> <C>
CORPORATE NOTE 3.8%
$ 50,000 Merck & Company
6.00% Due 1/15/1997 $ 50,324
----------
Total Corporate Note (Cost $50,324) $ 50,324
----------
UNITED STATES GOVERNMENT AND
AGENCY OBLIGATIONS 92.8%
$ 10,000 Federal Home Loan Bank
4.40% Due 1/21/1997 $ 9,940
50,000 Federal Home Loan Mortgage Corp.
4.625% Due 11/15/1996 50,000
500,000 Federal Farm Credit Bank
Med Term Note
4.42% Due 4/8/1996 499,918
130,000 Federal Home Loan Bank
Discount Note
5.13% Due 9/3/1996 127,129
500,000 Federal Home Loan Mortgage Corp.
Discount Note
5.27% Due 4/22/96 498,463
50,000 Federal Home Loan Mortgage Corp.
Discount Note
5.40% Due 4/2/1996 49,993
----------
Total United States Government and
Agency
Obligations (Cost $1,235,443) $1,235,443
----------
SHORT TERM INVESTMENTS
REPURCHASE AGREEMENT 3.9%
$52,231 Bear Stearns & Co. Inc. Dated
3/29/96 5.25% Due 4/1/1996
Collateralized by 170,000
United States Treasury Strips
Due 8/15/2012 (Value $54,825) 52,231
----------
Total Investments (Cost $1,337,997) 100.5% $1,337,998
Liabilities, net of assets -0.5% (7,258)
------ ----------
Net Assets 100.0% $1,330,740
------ ----------
------ ----------
</TABLE>
See Notes to Financial Statements 18
<PAGE>
MONEY MARKET FUND (CONTINUED)
Statement of Assets and Liabilities March 31, 1996 (Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
Investments in securities at value (Cost
$1,337,997)--Note 2 $1,337,997
Receivable for shares sold 1,826
Dividends and interest receivable 6,283
Other Assets 4,972
----------
1,351,078
LIABILITIES:
Dividends payable $ 5,200
Accrued expenses and other 15,138 20,338
------- ----------
NET ASSETS at value, applicable to 1,330,756
outstanding shares--Note 5 $1,330,740
----------
----------
NET ASSET VALUE offering and redemption price
per share
($1,330,740 divided by 1,330,756 shares) $ 1.00
----------
----------
</TABLE>
Statement of Operations Six Months Ended March 31, 1996
(Unaudited)
---------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 35,682
---------
Total Income $ 35,682
Expenses:
Investment manager's fees--Note 3 1,574
Shareholder servicing fees and expenses--Note 3 3,777
Distribution fee--Note 3 1,259
Custodian fees and expenses 848
Legal and auditing fees 3,840
Directors' fees and expenses 4,343
Other 16,453
---------
Total expenses 32,094
Less expense reimbursement--Note 3 (28,948)
---------
Net expenses 3,146
---------
INVESTMENT INCOME--NET 32,536
REALIZED (LOSS) ON INVESTMENTS--Note 4:
Net realized (loss) on investments (4)
NET REALIZED (LOSS) ON INVESTMENTS (4)
---------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 32,532
---------
---------
</TABLE>
See Notes to Financial Statements
19
<PAGE>
MONEY MARKET FUND (CONTINUED)
Statement of Changes in Net Assets
---------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended Year Ended
3/31/96 9/30/95
(Unaudited) (Audited)
---------- ----------
<S> <C> <C>
OPERATIONS:
Investment income--net $ 32,536 $ 59,394
Net realized (loss) on investments (4) 0
---------- ----------
Increase in net assets resulting from operations 32,532 59,394
---------- ----------
DIVIDEND DISTRIBUTION--Note 2:
Investment income--net (32,537) (59,394)
---------- ----------
CAPITAL TRANSACTIONS--Note 5:
Value of shares sold 293,068 160,847
Value of shares redeemed (202,101) (119,753)
Value of shares issued in reinvestment of dividend distribution 32,408 53,877
---------- ----------
Net increase in net assets resulting from capital transactions 123,375 94,971
Contribution of Capital from investment manager (note 3) 0 0
---------- ----------
Net increase 123,370 94,971
---------- ----------
NET ASSETS at beginning of period 1,207,370 1,112,399
---------- ----------
NET ASSETS at end of period $1,330,740 $1,207,370
---------- ----------
---------- ----------
</TABLE>
See Notes to Financial Statements
20
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 1--GENERAL
Retirement System Fund Inc. ("Fund") is a no-load, open-end
diversified management investment company, registered under the
Investment Company Act of 1940, as amended, designed to provide
professional investment management and diversification of risk
to investors by offering shares in separate investment funds
("Investment Funds"), each with a different investment
objective. Currently investors may purchase shares of Money
Market Fund, Emerging Growth Equity Fund, Intermediate-Term
Fixed-Income Fund and Core Equity Fund. In the future, the Fund
expects to offer shares of Value Equity Fund, International
Equity Fund and Actively Managed Fixed-Income Fund.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting
policies followed by the Investment Funds in the preparation of
the financial statements.
(A) SECURITIES VALUATION: Except for debt securities with
remaining maturities of 60 days or less, investments for
which market prices are available are valued as follows:
(1)each listed security is valued at its closing price
obtained from the respective exchange on which the
security is listed, or, if there were no sales on that
day, at its last reported closing or bid price.
(2)each unlisted security quoted on the NASDAQ is valued at
the last current bid price obtained from the NASDAQ;
(3)United States Government and agency obligations and
certain other debt obligations are valued based upon bid
quotations from various market makers for identical or
similar obligations.
(4)Mortgage-backed securities and asset-backed securities
are valued with a cash flow model based on both the
pre-payment assumptions (Public Securities Association
median) and the price-yield spreads over comparable
United States Treasury Securities.
(5)short-term money market instruments (such as
certificates of deposit, bankers' acceptances and
commercial paper) are valued by bid quotations or by
reference to bid quotations of available yields for
similar instruments of issuers with similar credit
rating.
Debt securities with remaining maturities of 60 days or
less are valued on the basis of amortized cost. In the absence
of an ascertainable market value, investments are valued at
their fair value as determined by the officers of Investors
using methods and procedures reviewed and approved by the
Fund's Directors.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized
gain and loss from securities transactions are recorded on
a specific cost basis. Dividend income is recognized on the
ex-
21
<PAGE>
dividend date or when the dividend information is known;
interest income, including, where applicable, amortization
of discount and premium on investments and zero coupon
bonds, is recognized on an accrual basis.
The Investment Funds may enter into repurchase
agreements with financial institutions, deemed to be
creditworthy by the Investment Funds' Manager, subject to
the sellers' agreement to repurchase and the Funds'
agreement to resell such securities at a mutually agreed
upon price. Securities purchased subject to repurchase
agreements are deposited with the Investment Funds'
custodian and, pursuant to the terms of the repurchase
agreement, must have an aggregate market value greater than
or equal to the repurchase price plus accrued interest at
all times. If the value of the underlying securities falls
below the value of the repurchase price plus accrued
interest, the Investment Funds will require the seller to
deposit additional collateral by the next business day. If
the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the
Investment Funds maintain the right to sell the underlying
securities at market value and may claim any resulting loss
against the seller.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends and capital gain
distributions to shareholders are recorded on the
ex-dividend date. However, the Money Market Fund declares
dividends daily and automatically reinvests such dividends
in additional Fund shares at net asset value, unless the
shareholder elects otherwise. Dividends are declared from
the total of net investment income and net realized gain on
investments.
(D) FEDERAL INCOME TAXES: Each Investment Fund is treated as a
separate entity for Federal Income tax purposes and is not
combined with other Investment Funds. Each of the
Investment Funds intends to comply with the provisions of
the Internal Revenue Code applicable to "regulated
investment companies" and to distribute all of its taxable
income to its shareholders. Therefore, no provision has
been made for Federal income taxes for these Investment
Funds.
(E) OTHER: Costs incurred in connection with the organization
of the Investment Funds have been deferred and are being
amortized on a straight-line basis over five years from the
date of commencement of operations of each portfolio.
Expenses directly attributed to each Investment Fund are
charged to that Investment Fund's operations; expenses
which are applicable to all Investment Funds are allocated
among them.
The Investment Funds may enter into financial futures
contracts which require initial margin deposits of cash or
U.S. Government securities equal to approximately 10% of
the value of the contract. During the period the financial
futures are open, changes in the value of the contracts are
recognized by "marking to market" on a daily basis to
reflect the market value of the contracts at the close of
each day's trading. Accordingly, variation margin payments
are made or received to reflect daily unrealized gains or
losses. The Investment Fund is exposed to market risk as a
result of movements in securities, values and interest
rates.
22
<PAGE>
NOTE 3--INVESTMENT MANAGERS' FEES AND OTHER
TRANSACTIONS WITH AFFILIATES
Retirement System Investors Inc. ("Investors") is the
investment advisor for each Investment Fund. Investors has
retained a sub-advisor to manage the Emerging Growth Equity
Fund (The Putnam Advisory Company, Inc.--"Putnam"). Investors
acts as investment manager to the remaining investment funds
and, in the case of all Investment Funds, exercises general
oversight with respect to portfolio management and reports to
the Board of Directors with respect thereto. Fees incurred by
Investors pursuant to the provisions of its investment
management contracts are payable monthly to Investors and
quarterly to Putnam, and are computed based on the value of
average net assets each month for the investment funds managed
by Investors and the net asset balance at month end for Putnam
at the rates set forth in the following table.
<TABLE>
<CAPTION>
INVESTMENT FUND ANNUAL FEE
- ----------------------------------------------------- -------------
<S> <C> <C>
Core Equity Fund First $50 million 0.60
Next $150 million 0.50
Over $200 million 0.40
Emerging Growth Equity Fund First $25 million 1.00
Over $25 million 0.75
Intermediate-Term Fixed-Income Fund First $50 million 0.40
Next $100 million 0.30
Over $150 million 0.20
Money Market Fund First $50 million 0.25
Over $50 million 0.20
</TABLE>
In addition, Investors is entitled to receive an annual fee
based upon a percentage of average net assets of the respective
Investment Funds (or portion thereof) for which it does not act
as investment manager, which fee shall be an amount equal to
the sum of (i) .20% of total net assets of the applicable
Investment Funds, and (ii) the fee to which the investment
manager of the applicable Investment Funds is entitled,
calculated in the manner described above with respect to the
investment manager's fees for each such Investment Fund.
Investors, in turn, remits such portion of its fee to the
investment manager of such Investment Fund. With respect to the
Investment Funds for which Investors does not act as investment
manager, Investors has agreed to waive payment of the portion
of the investment advisory fees in an amount equal to .20% of
the total assets of the Investment Fund's operations, and
intends to waive payment of such amount going forward if
necessary to maintain a competitive expense ratio or to assure
that the Investment Fund's expense ratios comply with
regulations in various states where Fund shares are qualified
for sale.
Pursuant to a Distribution Agreement ("Plan") each
Investment Fund pays Retirement System Distributors Inc.
("Distributor") an affiliate of Investors, a monthly fee
determined as follows. The maximum amount payable under the
Plan is equal to .25% of the average daily net assets of an
Investment Fund but the Board of Directors currently
23
<PAGE>
limits such expenditures to .20% of average daily net assets.
The Plan does not provide for any charges to an Investment Fund
for excess amounts expended by the Distributor and, if the Plan
is terminated, the obligation of the Investment Fund to make
payments to the Distributor will cease and the Investment Fund
will not be required to make any payments thereafter. If the
Distributor's costs in connection with its distribution
services to an Investment Fund are less than .20% of net
assets, the Distributor may nevertheless retain the difference.
If the Distributor's costs exceed .20% of net assets, the
Distributor will assume the difference and will not be
reimbursed therefore.
Retirement System Consultants Inc. ("Service Company"), an
affiliate of Investors, has entered into a Service Agreement
with the Fund to provide each Investment Fund with the general
administrative and related services necessary to carry on the
affairs of the Investment Funds, including transfer agent and
registrar services.
For its services, the Service Company is entitled to
receive a fee, calculated daily and paid monthly, based upon
the percentage of the average daily net assets of the
respective Investment Funds. The fee arrangement applicable for
each of the investment funds is as follows:
<TABLE>
<CAPTION>
AVERAGE NET ASSETS FEE
- --------------------------------- ---------
<S> <C>
First $25 million .60%
Next $25 million .50%
Next $25 million .40%
Next $25 million .30%
Over $100 million .20%
</TABLE>
For the period ended March 31, 1996 Investors and its
affiliates waived fees and reimbursed expenses of the Core
Equity Fund, Emerging Growth Equity Fund, Intermediate-Term
Fixed-Income Fund, and Money Market Fund amounting to $41,644,
$40,040, $32,547 and $28,948, respectively.
Each Director who is not an officer of the Investment Funds
or a Trustee of Investors Retirement Trust receives an annual
fee of $7,000. Each Director receives a fee of $800 per meeting
attended, except that such fee is $400 for a telephonic
meeting. A Director and several officers of the Fund are also
officers of Investors and its affiliates.
NOTE 4--SECURITIES TRANSACTIONS
The following summarizes the securities transactions, other
than short term securities, by the various Investment Funds for
the period ended March 31, 1996:
<TABLE>
<CAPTION>
INVESTMENT FUND PURCHASES SALES
- -------------------------------------------------------- ------------- -------------
<S> <C> <C>
Core Equity Fund $ 1,195,744 $ 549,284
Emerging Growth Equity Fund 1,859,922 1,372,545
Intermediate-Term Fixed-Income Fund 2,463,021 1,476,969
</TABLE>
24
<PAGE>
The cost basis of investments for tax purposes is
substantially the same as the cost basis for book purposes. Net
unrealized appreciation consisting of gross unrealized
appreciation and gross unrealized (depreciation) at March 31,
1996 for each of the Investment Funds was as follows:
<TABLE>
<CAPTION>
NET UNREALIZED GROSS GROSS
APPRECIATION UNREALIZED UNREALIZED
INVESTMENT FUND (DEPRECIATION) APPRECIATION DEPRECIATION
- -------------------------------------- --------------- ------------- -------------
<S> <C> <C> <C>
Core Equity Fund $ 2,065,951 $ 2,102,408 $ 36,457
Emerging Growth Equity Fund 1,261,807 1,318,873 57,066
Intermediate-Term Fixed-Income Fund (73,083) 27,044 100,127
</TABLE>
The following summarizes the value of securities that were
on loan to brokers and the value of securities held as
collateral for these loans at March 31, 1996:
<TABLE>
<CAPTION>
VALUE OF
SECURITIES VALUE OF
INVESTMENT FUND LOANED COLLATERAL
- -------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Core Equity Fund $ 14,606 $ 16,125
Emerging Growth Equity Fund 65,775 67,725
</TABLE>
NOTE 5--CAPITAL TRANSACTIONS
The Investment Funds were organized under the laws of the
state of Maryland in November 1990. The Investment Fund is
authorized to issue two billion shares of capital stock, par
value $.001 per share. The Board of Directors of the Investment
Funds is authorized to establish multiple series of shares of
capital stock, each evidencing interest in a separate
Investment Fund.
25
<PAGE>
Transactions in the shares of capital stock of each
Investment Fund for the period ended March 31, 1996 and the
year ended September 30, 1995 were as follows:
<TABLE>
<CAPTION>
Core Equity Emerging Growth
Fund Equity Fund
-------------------- --------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Fund Shares Sold 66,140 67,933 43,407 34,324
Dividends Reinvested 5,104 9,247 13,991 3,282
Fund Shares Redeemed (25,704) (24,411) (19,468) (12,944)
--------- --------- --------- ---------
Net Increase 45,540 52,769 37,930 24,662
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
Intermediate-Term
Fixed-Income Fund
--------------------
1996 1995
--------- ---------
<S> <C> <C> <C> <C>
Fund Shares Sold 89,912 152,183
Dividends Reinvested 17,596 25,145
Fund Shares Redeemed (53,447) (24,467)
--------- ---------
Net Increase 54,061 152,861
--------- ---------
--------- ---------
</TABLE>
Net Assets at March 31, 1996 are as follows:
<TABLE>
<CAPTION>
Core Emerging
Equity Growth
Fund Equity Fund
---------- --------------
<S> <C> <C>
Paid-in Capital $4,624,613 $ 2,563,271
Accumulated undistributed
investment (loss)--net (10,038) (364,865)
Undistributed realized gain 183,976 570,098
Unrealized appreciation 2,065,951 1,261,807
---------- --------------
$6,864,502 $ 4,030,311
---------- --------------
---------- --------------
</TABLE>
<TABLE>
<CAPTION>
Intermediate-Term
Fixed-Income Money Market
Fund Fund
--------------- ------------
<S> <C> <C>
Paid-in Capital $ 5,649,996 $1,330,785
Accumulated undistributed
investment income (loss)--net 28,077 (41)
Undistributed realized gain (loss) 495 (4)
Unrealized (depreciation) (73,083) 0
--------------- ------------
$ 5,605,485 $1,330,740
--------------- ------------
--------------- ------------
</TABLE>
26
<PAGE>
NOTE 6--FINANCIAL HIGHLIGHTS (UNAUDITED)
<TABLE>
<CAPTION>
CORE EQUITY FUND
---------------------------------------------------------
From
5/10/91
(Commencement
of
Period Year Year Year Year Operations)
Ended Ended Ended Ended Ended Through
3/31/96 9/30/95 9/30/94 9/30/93 9/30/92 9/30/91*
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating
Performance
(for a share
outstanding throughout
the Period)
Net Asset Value,
Beginning of Period $ 16.69 $ 12.72 $ 12.08 $ 10.98 $ 10.45 $10.00
------- ------- ------- ------- ------- -------
Income from investment
operations:
Investment income--net 0.12 0.13 0.15 0.18 0.23 0.14
Net realized and
unrealized gain on
investments 1.28 4.22 0.74 1.84 0.60 0.31
------- ------- ------- ------- ------- -------
Total from Investment
Operations 1.40 4.35 0.89 2.02 0.83 0.45
------- ------- ------- ------- ------- -------
Distributions:
Distributions from
capital gains -- (0.22) (0.11) (0.64) (0.08) --
Distributions from
investment income (0.24) (0.16) (0.14) (0.28) (0.22) --
------- ------- ------- ------- ------- -------
Total Distributions (0.24) (0.38) (0.25) (0.92) (0.30) --
------- ------- ------- ------- ------- -------
Net increase 1.16 3.97 0.64 1.10 0.53 0.45
------- ------- ------- ------- ------- -------
Net Asset Value, End of
Period $ 17.85 $ 16.69 $ 12.72 $ 12.08 $ 10.98 $10.45
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Total Return*** 8.47% 35.24% 7.47% 19.39% 8.11% 4.50%
Ratios/Supplemental Data:
Ratios to average net
assets:
Expenses 0.47% 0.90% 0.90% 0.90% 0.90% 0.90%**
Investment income--net 0.66% 1.52% 1.17% 1.31% 1.86% 3.31%**
Decrease reflected in
above expense ratio
due to expense
waivers and
reimbursement 0.66% 1.30% 1.33% 2.43% 2.46% 1.80%**
Portfolio turnover rate 9.75% 25.49% 9.64% 21.79% 61.27% 12.49%
Net Assets at End of
Period ($1,000's) $ 6,865 $ 5,657 $ 3,639 $ 3,094 $ 1,049 $1,560
</TABLE>
* Using average share basis.
** Annualized.
*** The total return calculation reflects dividend
reinvestment.
27
<PAGE>
<TABLE>
<CAPTION>
EMERGING GROWTH
EQUITY FUND
---------------------------------------------------------------
From 5/10/91
(Commencement
of
Period Year Year Year Year Operations)
Ended Ended Ended Ended Ended Through
3/31/96 9/30/95 9/30/94 9/30/93 9/30/92 9/30/91
------- ------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating
Performance
(for a share
outstanding
throughout the
Period)
Net Asset Value,
Beginning of Period $ 19.05 $ 14.01 $ 14.74 $ 11.83 $ 10.54 $10.00
------- ------- ------- ------- ------- -----
Income from investment
operations:
Investment income
(loss)--net (0.14) (0.12) (0.04) (0.13) (0.17) (0.02)
Net realized and
unrealized gain on
investments 3.42 5.49 1.58 4.36 1.49 0.56
------- ------- ------- ------- ------- -----
Total from Investment
Operations 3.28 5.37 1.54 4.23 1.32 0.54
------- ------- ------- ------- ------- -----
Distributions:
Distributions from
capital gains (1.42) (0.33) (2.27) (1.21) (0.01) --
Distributions from
investment income -- -- -- (0.11) -- --
Return of capital -- -- -- -- (0.02) --
------- ------- ------- ------- ------- -----
Total Distributions (1.42) (0.33) (2.27) (1.32) (0.03) --
------- ------- ------- ------- ------- -----
Net Increase (Decrease) 1.86 5.04 (0.73) 2.91 1.29 0.54
------- ------- ------- ------- ------- -----
Net Asset Value, End of
Period $20.91 $19.05 $14.01 $14.74 $11.83 $10.54
------- ------- ------- ------- ------- -----
------- ------- ------- ------- ------- -----
Total Return*** 18.45% 39.20% 11.89% 38.05% 13.80% 5.40%
Ratios/Supplemental Data:
Ratios to average net
assets
Expenses 0.96% 1.85% 1.85% 1.85% 1.86% 1.85%**
Investment income
(loss)--net (0.73)% (1.33)% (1.37)% (1.34)% (1.10)% (0.46)%**
Decrease reflected in
above expense ratio
due to expense
waivers and
reimbursement 1.15% 3.30% 4.11% 6.41% 7.90% 0.85%**
Portfolio turnover rate 40.32% 84.05% 72.59% 144.49% 138.46% 25.38%
Net Assets at End of
Period ($1,000's) $4,030 $2,950 $1,825 $1,352 $684 $602
</TABLE>
* Using average share basis.
** Annualized.
*** The total return calculation reflects dividend
reinvestment.
28
<PAGE>
<TABLE>
<CAPTION>
INTERMEDIATE-TERM
From 5/10/91
FIXED-INCOME FUND
---------------------------------------------------------------
(Commencement
of
Period Year Year Year Year Operations)
Ended Ended Ended Ended Ended Through
3/31/96 9/30/95 9/30/94 9/30/93 9/30/92 9/30/91*
------- ------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating
Performance
(for a share
outstanding
throughout the
Period)
Net Asset Value,
Beginning of Period $ 10.81 $ 10.46 $ 11.43 $ 11.00 $ 10.46 $10.00
------- ------- ------- ------- ------- -----
Income from investment
operations:
Investment income--net 0.38 0.59 0.52 0.54 0.80 0.25
Net realized and
unrealized gain (loss)
on investments (0.22) 0.38 (0.85) 0.36 0.73 0.40
------- ------- ------- ------- ------- -----
Total from Investment
Operations 0.16 0.97 (0.33) 0.90 1.53 0.65
------- ------- ------- ------- ------- -----
Distributions:
Distributions from
capital gains -- (0.05) (0.08) 0.00 (0.15) --
Distributions from
investment income (0.38) (0.57) (0.56) (0.47) (0.84) (0.19)
------- ------- ------- ------- ------- -----
Total Distributions (0.38) (0.62) (0.64) (0.47) (0.99) 0.19
------- ------- ------- ------- ------- -----
Net Increase (decrease) (0.22) 0.35 (0.97) 0.43 0.54 0.46
------- ------- ------- ------- ------- -----
Net Asset Value, End of
Period $ 10.59 $ 10.81 $ 10.46 $ 11.43 $ 11.00 $10.46
------- ------- ------- ------- ------- -----
------- ------- ------- ------- ------- -----
Total Return*** 1.46% 9.64% (2.99)% 8.47% 13.86% 6.58%
Ratios/Supplemental Data:
Ratios to average net
assets
Expenses 0.47% 0.90% 0.90% 0.90% 0.90% 0.90%**
Investment income--net 3.47% 5.71% 5.76% 4.90% 5.59% 6.27%**
Decrease reflected in
above expense ratio
due to expense
waivers and
reimbursement 0.59% 1.09% 1.66% 3.33% 5.56% 1.80%**
Portfolio turnover rate 30.18% 8.50% 8.68% 27.62% 8.66% 85.85%
Net Assets at End of
Period ($1,000's) $ 5,605 $ 5,136 $ 3,372 $ 2,159 $881 $423
</TABLE>
* Using average share basis.
** Annualized.
*** The total return calculation reflects dividend
reinvestment.
29
<PAGE>
<TABLE>
<CAPTION>
From 2/7/91
MONEY MARKET FUND
---------------------------------------------------------------
(Commencement
of
Period Year Year Year Year Operations)
Ended Ended Ended Ended Ended Through
3/31/96 9/30/95 9/30/94 9/30/93 9/30/92 9/30/91*
------- ------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Per Share Operating
Performance
(for a share
outstanding
throughout the
Period)
Net Asset Value,
Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- ------- -----
Income from investment
operations:
Investment income--net 0.03 0.05 0.03 0.03 0.04 0.03
Total from Investment
Operations 0.03 0.05 0.03 0.03 0.04 0.03
------- ------- ------- ------- ------- -----
Distributions:
Distributions from
investment income (0.03) (0.05) (0.03) (0.03) (0.04) (0.03)
------- ------- ------- ------- ------- -----
Total Distributions (0.03) (0.05) (0.03) (0.03) (0.04) (0.03)
------- ------- ------- ------- ------- -----
Net Increase (decrease) 0.00 0.00 0.00 0.00 0.00 (0.00)
------- ------- ------- ------- ------- -----
Net Asset Value, End of
Period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------- ------- ------- ------- ------- -----
------- ------- ------- ------- ------- -----
Total Return*** 2.62% 5.20% 3.27%+ 2.77% 3.73% 3.30%
Ratios/Supplemental Data:
Ratios to average net
assets
Expenses 0.25% 0.50% 0.42% 0.25% 0.44% 0.75%**
Investment income--net 2.59% 5.15% 3.18% 2.94% 3.68% 4.60%**
Decrease reflected in
above expense ratio
due to expense
waivers and
reimbursement 2.30% 3.72% 3.47% 4.39% 5.19% 1.95%**
Net Assets at End of
Period ($1,000's) $1,331 $1,207 $1,112 $1,466 $664 $857
</TABLE>
* Using average share basis.
** Annualized.
*** The total return calculation reflects dividend
reinvestment.
+ Had an affiliate of the advisor not contributed capital
to the fund to reimburse a realized loss, the total
return would have been 3.22%.
30
<PAGE>
OFFICERS
---------------------------------------------------------------
William Dannecker, President
James P. Coughlin, C.F.A., Executive Vice President and Chief
Investment Officer
Stephen P. Pollak, Esq., Executive Vice President, Counsel and
Secretary
John F. Meuser, Vice President and Treasurer
Veronica A. Fisher, First Vice President and Assistant
Treasurer
Herbert Kuhl, Jr., C.F.A., First Vice President
Deborah A. Modzelewski, Second Vice President
INVESTMENT MANAGERS
---------------------------------------------------------------
The Putnam Advisory Company, Inc.
Retirement System Investors Inc.
CUSTODIAN
---------------------------------------------------------------
Custodial Trust Company
DISTRIBUTOR
---------------------------------------------------------------
Retirement System Distributors Inc.
CONSULTANT
---------------------------------------------------------------
Retirement System Consultants Inc.
TRANSFER AGENT
---------------------------------------------------------------
Retirement System Consultants Inc.
INDEPENDENT AUDITORS
---------------------------------------------------------------
McGladrey & Pullen, LLP
COUNSEL
---------------------------------------------------------------
Morgan, Lewis & Bockius LLP
31
<PAGE>
BOARD OF DIRECTORS
---------------------------------------------------------------
Edward J. Brown
Retired President and Chief Operating Officer
Apple Bank for Savings and Apple Bancorp, Inc., NY
Candace Cox
President
NYNEX Asset Management Co., NY
William Dannecker
President and Chief Executive Officer
Retirement System Group Inc., NY
Eugene C. Ecker
Pension and Group Insurance Consultant
Joseph P. Gemmell
Chairman of the Board, President and Chief Executive Officer
Bankers Savings, NJ
Covington Hardee
Retired Chairman
The Lincoln Savings Bank, FSB, NY
Raymond L. Willis
Private Investments
32
<PAGE>
FOR MORE COMPLETE INFORMATION ABOUT RETIREMENT SYSTEM FUND INC., INCLUDING
CHARGES AND EXPENSES, CALL 1-800-772-3615 FOR A PROSPECTUS OR WRITE TO
RETIREMENT SYSTEM DISTRIBUTORS INC., CUSTOMER SERVICE, P.O. BOX 2064, GRAND
CENTRAL STATION, NEW YORK, NY 10163-2064. READ THE PROSPECTUS CAREFULLY BEFORE
YOU INVEST OR SEND MONEY. RETIREMENT SYSTEM FUND IS DISTRIBUTED EXCLUSIVELY BY
RETIREMENT SYSTEM DISTRIBUTORS INC. TOTAL RETURNS ARE BASED ON HISTORICAL
RESULTS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. FUTURE PERFORMANCE
AND UNIT ASSET VALUE WILL FLUCTUATE SO THAT UNITS, IF REDEEMED, MAY BE WORTH
MORE OR LESS THAN THEIR ORIGINAL COST. THIS MATERIAL MUST BE PRECEDED OR
ACCOMPANIED BY A PROSPECTUS.
<PAGE>
SEMI-ANNUAL
REPORT
*Not yet available for sale to investors
[LOGO]
RETIREMENT SYSTEM
Fund Inc.
CORE EQUITY FUND
EMERGING GROWTH EQUITY FUND
INTERMEDIATE-TERM FIXED-INCOME FUND
MONEY MARKET FUND
VALUE EQUITY FUND*
INTERNATIONAL EQUITY FUND*
ACTIVELY MANAGED FIXED-INCOME FUND*
1996
BROKER/DEALER
[LOGO]
RETIREMENT SYSTEM
Distributors Inc.
P.O. Box 2064
Grand Central Station
New York, NY 10163-2064
