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.
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1. Name and address of issuer:
Rainier Investment Management Mutual Funds
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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
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3. Investment Company Act File Number: 811-8270
Securities Act File Number: 33-73792
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4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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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: 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sales price of securities sold during the fiscal
year:
17,659,267 Shares $312,095,482
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<PAGE>
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10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
17,659,267 Shares $312,095,482
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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):
1,667,948 Shares $28,519,125
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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): $312,095,482
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(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable) + 28,519,125
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(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable):
- $229,320,229
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(iv) aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): +
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(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): $111,294,378
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(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see instruction C.6):
x 1/3300
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(vii) Fee due [line (I) or line (v)
multiplied by line (vi)]:
$33,725.57
======================
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). [ ]
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
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Eric M. Banhazl/ Assistant Treasurer
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Date: May 21, 1997
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* Please print the name and title of the signing officer below the signature.
<PAGE>
[HELLER EHRMAN WHITE & McAULIFFE LETTERHEAD]
May 19, 1997
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, 1997 (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, 1997 (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;
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Rainier Investment Management Mutual Funds
May 19, 1997 Page 2
(c) the Bylaws of the Trust dated December 13, 1993 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. 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. 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.
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 and the case
law interpreting such Chapter as reported in Delaware Code Annotated (Michie Co.
1995 and 1996 Supp.) 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
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Rainier Investment Management Mutual Funds
May 19, 1997 Page 3
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
