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:
Rainier Investment Management Mutual Funds
2. Name of each series or class of funds for which this notice is filed:
Small/Mid Cap Equity Portfolio, Core Equity Portfolio,
Balanced Portfolio and Intermediate Fixed Income Portfolio
3. Investment Company Act File Number: 811-8270
Securities Act File Number: 33-73792
4. Last day of fiscal year for which this notice is filed:
March 31, 1996
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:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sales price of securities sold during the fiscal
year:
10,462,744 Shares $171,649,191
<PAGE>
10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
10,462,744 Shares $171,649,191
11. Number and aggregate sales price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
629,574 Shares $ 9,793,373
12. Calculation of registration fee:
(I) Aggregate sales price of securities sold
during the fiscal year in reliance on rule
24f-2 (from item 10): $171,649,191
-------------
(ii) Aggregateprice of shares issued in connection
with dividend reinvestment plans (from Item
11, if applicable): + 9,793,373
-------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - $21,309,310
-------------
(iv) aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): +
-------------
(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): $160,133,254
-------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): x 0.00034483
-------------
(vii) Fee due [line (I) or line (v) multiplied by
line (vi)]: $55,218.36
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Instructions: issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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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 the
Informal and Other Procedures 917 CFR 202.3a). [ ]
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Date of mailing or wire transfer of file fees to the Commission's lockbox
depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Eric M. Banhazl
------------------------------------
Eric M. Banhazl/ Assistant Treasurer
------------------------------------
Date: May 24, 1996
------------------------------------
* Please print the name and title of the signing officer below the signature.
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HELLER EHRMAN WHITE & MCAULIFFE
[COMPANY LETTER HEAD]
May 22, 1996
Rainier Investment Management Mutual Funds
601 Union Street, Suite 2801
Seattle, Washington 98101
Ladies and Gentlemen:
As counsel to Rainier Investment Management Mutual Funds, a
Delaware business trust (the "Trust"), you have requested our opinion with
respect to the shares of beneficial interest of four series of the Trust, the
Small/Mid Cap Equity Portfolio, the Core Equity Portfolio, the Balanced
Portfolio and the Intermediate Fixed Income Portfolio (collectively, the
"Funds") sold by the Trust during its fiscal year ended March 31, 1996 (the
"Shares") in connection with the notice (the "Notice") being filed by the Trust
with the Securities and Exchange Commission pursuant to Rule 24f-2 adopted under
the Investment Company Act of 1940, as amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our review
of the following records, documents and instruments:
(a) the Trust's Agreement and Declaration of Trust dated
December 13, 1993 (the "Declaration of Trust"),
certified to us by an officer of the Trust as being
true and complete and in effect throughout the
Trust's fiscal year ended March 31, 1996 (the "Fiscal
Year");
(b) the Trust's Certificate of Trust as filed with the
Delaware Secretary of State on December 15, 1993,
certified to us by an officer of the Trust as being
true and complete and in effect throughout the Fiscal
Year;
(c) the Bylaws of the Trust certified to us by an officer
of the Trust as being true and complete and in effect
throughout the Fiscal Year;
(d) the Fund's Prospectus and Statement of Additional
Information effective during the Fiscal Year, as
listed in the officer's certificate identified in (f)
below (together, the "Prospectus");
(e) resolutions relating to the designation of the Funds
of which the Shares are part and issuance of the
Shares, adopted by the Board of Trustees of the Trust
pursuant to a unanimous consent dated January 12,
1994 and at a meeting of the Board held on March 8,
1994 certified by an officer of the Trust as being in
full force and effect without amendment or
modification throughout the Fiscal Year; and
(f) a certificate of an officer of the Trust concerning
certain factual matters.
In rendering our opinion below, we have assumed that all of
the Shares were issued and sold at the per-share public offering price on the
date of their issuance in accordance with statements specified in the Fund's
then-current Prospectus and in accordance with Article III of the Declaration of
Trust. We have not conducted an independent examination of the books and records
of the Trust for the purpose of determining whether all of the Shares were fully
paid prior to their issuance and do not believe it to be our obligation to do
so. In rendering our opinion, we have assumed that the Fund received, in cash
and marketable securities, an amount equal to the per-share public offering
price as described in the Fund's then-current Prospectus.
Our opinion below is limited to the federal law of the United
States of America and the business trust law of the State of Delaware. We are
not licensed to practice law in the State of Delaware, and we have based our
opinion below solely on our review of Chapter 38 of Title 12 of the Delaware
Code (as reported in Prentice Hall, Inc. 1990 & 1995 Supp., and updated on
Westlaw) and the case law interpreting such Chapter as reported in Delaware Code
Annotated (Michie Co. 1995) and updated on Westlaw. We have not undertaken a
review of other Delaware law or court decisions or of any administrative
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States of America and the business
trust law of the State of Delaware as described above, and we disclaim any
opinion as to any statute, rule, regulation, ordinance, order or other
promulgation of any regional or local governmental authority.
Based on the foregoing and our examination of such questions
of law as we have deemed necessary and appropriate for the purpose of this
opinion, we are of the opinion that the Shares, as sold pursuant to registration
under the Securities Act of 1933, as amended, and Rule 24f-2 adopted under the
Act, were legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Notice being filed by the Trust with the Securities and Exchange
Commission. This opinion is rendered to you in connection with that Notice and
is solely for your benefit. This opinion may not be relied upon by you for any
other purpose, or relied upon by any other person, firm or other entity for any
purpose, without our prior written consent. We disclaim any obligation to advise
you of any developments in areas covered by this opinion that occur after the
date of this opinion.
Sincerely yours,
/S/ Heller Ehrman White & McAuliffe
