Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Retirement System Fund Inc.
317 Madison Avenue
New York, New York 10017
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2. Name of each series or class of funds for which this notice is filed:
Core Equity Fund
Emerging Growth Equity Fund
Value Equity Fund (Not Operational)
International Equity Fund (Not Operational)
Actively Managed Fixed-Income Fund (Not Operational)
Intermediate-Term Fixed-Income Fund
Money Market Fund
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3. Investment Company Act File Number: 811-6222
Securities Act File Number: 33-37963
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4. Last day of fiscal year for which this notice is filed:
July 16, 1997
<PAGE>
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
N/A |_|
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
1,667,542 shares @ $15,460,014
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,667,542 shares @ $15,460,014
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
182,143 shares @ $1,509,322
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$15,460,014
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ $1,509,322
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- $16,969,336
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+ $0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
$0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
x 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
<PAGE>
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (CFR 202.3a):
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
N/A
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/ Stephen P. Pollak
---------------------------------------
Stephen P. Pollak
Executive Vice President, Counsel and Secretary
Date: September 12, 1997
* Please print the name and title of the signing officer below the signature.
[Letterhead of Morgan, Lewis & Bockius LLP]
September 12, 1997
Retirement System Fund Inc.
317 Madison Avenue
New York, New York 10017-5397
Re: Rule 24f-2 Notice for Retirement System Fund Inc.
(Registration No. 33-37963)
Gentlemen:
Retirement System Fund Inc. (the "Fund") is a corporation organized under the
laws of the State of Maryland with its principal place of business in New York,
New York. The Fund is an open-end diversified management investment company
registered with the Securities and Exchange Commission (the "Commission") under
the Investment Company Act of 1940 (the "1940 Act"). This opinion relates to
shares of common stock, par value $.001 per share, issued by the Fund in
reliance upon Rule 24f2 for the fiscal year ended July 16, 1997, the date on
which the Fund transferred all of its then-outstanding shares to The Enterprise
Group of Funds in a reorganization transaction (the "Transaction"), the
registration of which is made definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in connection with the
authorization of two (2) billion shares of common stock, par value $.001 per
share, which have been offered under a prospectus included as part of the Fund's
Registration Statement on Form N-1A, as amended to the date of the Transaction,
which has been filed with the Commission under the Securities Act of 1933 and
the 1940 Act (collectively, the "Registration Statement").
We are of the opinion that such shares of common stock, when sold and issued in
return for the payment described in the Fund's Registration Statement were
legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP
cc: Stephen P. Pollak, Esquire
