P R O S P E C T U S
June 30, 1998
SMALL/MID CAP
EQUITY PORTFOLIO
CORE EQUITY
PORTFOLIO
BALANCED
PORTFOLIO
INTERMEDIATE
FIXED INCOME
PORTFOLIO
R A I N I E R
INVESTMENT
MANAGEMENT
MUTUAL FUNDS
<PAGE>
Rainier Investment Management
No-Load Mutual Funds
Rainier Investment Management Mutual Funds is an open-end investment company
consisting of four separate, diversified portfolios each of which has its own
objective, assets, liabilities and net assets. Rainier Investment Management,
Inc.(R) serves as investment advisor to the Funds and the Portfolios.
Small/Mid Cap Equity Portfolio
The Small/Mid Cap Equity Portfolio seeks to maximize long-term capital
appreciation. The Portfolio invests primarily in a diversified portfolio of
common stocks of companies with small and medium-size capitalizations.
This Portfolio is currently closed to new shareholder accounts. The Advisor may
reopen and close the Portfolio to certain types of new shareholder accounts in
the future. For more information, see "Purchasing Shares" on page 15.
Core Equity Portfolio
The Core Equity Portfolio seeks to maximize long-term capital appreciation. The
Portfolio invests primarily in a diversified portfolio of common stocks of U.S.
companies.
Balanced Portfolio
The Balanced Portfolio seeks to provide investors with a balance of long-term
capital appreciation and current income. The Portfolio invests primarily in a
diversified portfolio of common stocks of U.S. companies and investment grade,
intermediate-term debt securities and cash equivalent securities.
Intermediate Fixed Income Portfolio
The Intermediate Fixed Income Portfolio seeks to provide current income. The
Portfolio invests primarily in a diversified portfolio of investment grade,
intermediate-term debt securities issued by corporations and the U.S.
Government.
This Prospectus sets forth the basic information that prospective investors
should know before investing in the Portfolios. Investors should read it
carefully and retain it for future reference. The "Statement of Additional
Information" dated June 30, 1998, as may be amended from time to time, has been
filed with the Securities and Exchange Commission and is incorporated by
reference in its entirety into this Prospectus. You may obtain this "Statement
of Additional Information" without charge by writing to the Funds at the address
noted below or by calling (800) 248-6314.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION; NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
R A I N I E R
INVESTMENT
MANAGEMENT
MUTUAL FUNDS
601 Union Street, Suite 2801
Seattle, Washington 98101
(800) 248-6314
Prospectus dated June 30, 1998.
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
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<TABLE>
<S> <C>
SUMMARY OF EXPENSES .......................... 2 Organization and Management, cont.
PROSPECTUS SUMMARY ........................... 3 Managers of the Portfolios ................ 14
FINANCIAL HIGHLIGHTS ......................... 4 Expense Limitation ........................ 14
INVESTMENT OBJECTIVES Portfolio Transactions and Brokerage ...... 14
AND POLICIES ................................. 8 The Administrator ......................... 15
Distribution Plan ......................... 15
PURCHASING SHARES ............................ 15
Opening an Account ........................ 16
Small/Mid Cap Equity Portfolio ............ 8 Purchasing by Mail ........................ 16
Purchasing by Wire ........................ 16
Purchasing by Retirement Plans and IRAs ... 16
Core Equity Portfolio ..................... 9 Purchasing with Securities ................ 16
Additional Investments .................... 16
SELLING SHARES (REDEMPTIONS) ................. 17
Redemptions by Mail ....................... 17
Balanced Portfolio ........................ 10 Signature Guarantee ....................... 17
Redemptions by Telephone .................. 17
Redemptions by Wire ....................... 18
Intermediate Fixed Income Portfolio ....... 10 Redemption of Small Accounts .............. 18
Redemption by Payment
with Portfolio Securities ................. 18
SHAREHOLDER SERVICES ......................... 19
RISK CONSIDERATIONS .......................... 11 Automatic Reinvestment .................... 19
Small Companies ........................... 11 Exchange Privilege ........................ 19
Interest Rates ............................ 11 Exchange Privilege Annual Limits .......... 19
Portfolio Leverage ........................ 12 Automatic Withdrawal Plan ................. 19
Foreign Securities and Other Risks ........ 12 Shareholder Reports ....................... 19
Investment Grade Fixed-Income Securities .. 12 Miscellaneous Charges ..................... 19
OTHER SECURITIES AND SHARE PRICE DETERMINATION .................... 20
INVESTMENT TECHNIQUES ........................ 12 Share Price ............................... 20
Short-Term Investments .................... 12 Net Asset Value ........................... 20
U.S. Government Securities ................ 12 Share Certificates ........................ 20
Asset-Backed Securities ................... 13 DIVIDENDS, DISTRIBUTIONS
Foreign Securities ........................ 13 AND TAX STATUS ............................... 20
When-Issued Securities .................... 13 Dividends and Distributions ............... 20
Portfolio Turnover ........................ 13 Tax Status ................................ 21
Illiquid and Restricted Securities ........ 13 PERFORMANCE INFORMATION ...................... 21
Investment Restrictions ................... 13 Total Return .............................. 21
ORGANIZATION AND MANAGEMENT .................. 14 Yield ..................................... 21
Organization .............................. 14 GENERAL INFORMATION .......................... 22
The Advisor ............................... 14 Voting Rights ............................. 22
Management Fee ............................ 14 The Year 2000 ............................. 22
</TABLE>
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SUMMARY OF EXPENSES
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This table is designed to help you understand the costs of investing in the
Portfolios. The Portfolios are subject to voluntary expense limitations. See
"Organization and Management" on page 14.
<TABLE>
<CAPTION>
Small/Mid Intermediate
Cap Equity Core Equity Balanced Fixed Income
Portfolio Portfolio Portfolio Portfolio
----------------------------------------------------
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum sales charge on purchases
(as a percentage of offering price) None None None None
Sales charge on reinvested dividends None None None None
Redemption fee None None None None
Exchange fee None None None None
Total Annual Portfolio Operating Expenses
(as a percentage of average net assets)
Management fees 0.85% 0.75% 0.70% 0.45%*
12b-1 expenses+ 0.25% 0.25% 0.25% 0.10%
Other expenses after expense reimbursement 0.16% 0.14% **0.24%++ **0.00%++
----------------------------------------------------
Total operating expenses after expense reimbursement 1.26% 1.14% 1.19%++ 0.55%++
</TABLE>
The purpose of the table above is to assist the investor in understanding the
various costs and expenses that an investor in any of the Portfolios will bear
directly or indirectly.
*Voluntarily reduced by the Advisor from 0.50%. See "Organization and
Management."
+12b-1 fees may be paid to brokers, dealers, retirement plan administrators and
other financial intermediaries for distribution and shareholder services.
Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by the rules of the National
Association of Securities Dealers. For more information on 12b-1 fees, see
"Distribution Plan" on page 15.
++For the fiscal year ending March 31, 1998, the ratios of total operating
expenses to average net assets for the Balanced and Intermediate Fixed Income
Portfolios before the Advisor's waivers or reimbursements were 1.28% and
1.19%, respectively. In subsequent years, overall Portfolio operating expenses
will not fall below the applicable voluntary percentage limitation until the
Advisor has been fully reimbursed for fees foregone and expenses paid.
For more information regarding costs and expenses, see "Organization and
Management."
EXAMPLE
-------
This table illustrates the net transaction and operating expenses that would be
incurred by an investment in the Portfolios over different time periods assuming
a $1,000 investment, a 5% annual return, and redemption at the end of one,
three, five and ten years. The Portfolios charge no redemption fees.
Small/Mid Intermediate
Cap Equity Core Equity Balanced Fixed Income
Portfolio Portfolio Portfolio Portfolio
------------------------------------------------------------
One year ........... $13 $12 $12 $16
Three years ........ $40 $36 $38 $18
Five years ......... $69 $63 $65 $31
Ten years .......... 152 139 144 $69
The example shown above assumes that the Advisor will limit the annual operating
expenses of each Portfolio to the totals shown. The example should not be
considered to be a representation of past or future expenses and actual expenses
may be greater or less than those shown. In addition, federal regulations
require the example to assume a 5% annual return, but the Portfolios' actual
returns may be higher or lower.
2
<PAGE>
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PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
The Funds
Rainier Investment Management Mutual Funds (the "Funds" or "Trust") are
organized as a series of distinct portfolios within a Delaware business trust,
which is registered with the Securities and Exchange Commission ("SEC") as an
open-end diversified management investment company. The Funds consist of four
separate, diversified portfolios (the "Portfolios"), each of which has its own
objective, assets, liabilities and net assets.
Investment Objectives and Policies
Each Portfolio has its own investment objectives. See pages 8-11 of the
Prospectus for a full discussion of objectives of the Small/Mid Cap Equity
Portfolio, Core Equity Portfolio, Balanced Portfolio and Intermediate Fixed
Income Portfolio.
The Investment Advisor
Rainier Investment Management, Inc.(R) ("RIM" or the "Advisor"), Seattle,
Washington, serves as investment advisor to the Funds and the Portfolios. The
Advisor currently manages $5.3 billion of discretionary assets for various
clients including corporations, public and corporate pension plans, foundations
and charitable endowments, and high net worth individuals.
Management Fee
Pursuant to the Investment Advisory Agreement, the Advisor receives a fee,
accrued daily and paid monthly at the following annual percentages of average
net assets: Small/Mid Cap Equity Portfolio--0.85%; Core Equity Portfolio--0.75%;
Balanced Portfolio--0.70%; Intermediate Fixed Income Portfolio--0.50%.
Currently, the Investment Advisor is voluntarily reducing its management fee for
the Intermediate Fixed Income Portfolio to an annual rate of 0.45%.
Minimum Purchase
The minimum initial investment in each Portfolio is $25,000. The Funds may
waive the minimum for certain retirement and other employee benefit plans; for
the Advisor's employees, clients and their affiliates; for advisors or financial
institutions offering investors a program of services; or for any other person
or organization deemed appropriate by the Funds.
The Small/Mid Cap Equity Portfolio is currently closed to new shareholder
accounts. For more information, see "Purchasing Shares" on page 15.
Offering Price/Redemption
Shares are offered at net asset value without a sales charge, and may be
redeemed at their net asset value on any business day. See "Purchasing Shares"
and "Selling Shares" on pages 15-17.
Dividends
The Small/Mid Cap and Core Equity Portfolios intend to pay dividends
annually. The Balanced Portfolio intends to pay dividends quarterly. The
Intermediate Fixed Income Portfolio intends to pay dividends monthly.
Risk Considerations
Like all investments, an investment in the Portfolios involves certain
risks. The equity and fixed-income securities held by the Portfolios and the
value of the Portfolios' shares will fluctuate with market and other economic
conditions, so that investors' shares, when redeemed, may be worth more or less
than their original cost. See page 11 for a further discussion of risk
considerations.
Transfer Agent, Custodian and Fund Accountant
Firstar Trust Company
Independent Auditors
KPMG Peat Marwick LLP
Distributor
First Fund Distributors, Inc.
Legal Counsel
Paul, Hastings, Janofsky & Walker LLP
The above is qualified in its entirety by the detailed information appearing
elsewhere in this Prospectus and in the "Statement of Additional Information."
3
<PAGE>
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FINANCIAL HIGHLIGHTS
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The following information has been audited by KPMG Peat Marwick LLP, independent
auditors, whose unqualified report dated May 11, 1998, on the Financial
Statements and Financial Highlights is included in the Funds' Annual Report
which is incorporated by reference in the "Statement of Additional Information."
Further information about the Funds' performance is contained in the Annual
Report, which may be obtained without charge by writing or calling the Funds at
the address or telephone number listed on the first page of this Prospectus.
Rainier Investment Management Mutual Funds
For a share outstanding throughout the period
<TABLE>
<CAPTION>
Small/Mid Cap Equity Portfolio
--------------------------------------------------------------
For the fiscal For the fiscal For the fiscal From 05/10/94
year ending year ending year ending through
03/31/98 03/31/97 03/31/96 03/31/95*
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 18.54 $ 17.89 $ 13.89 $ 12.00
Income from investment operations
Net investment income (loss) (0.01) 0.05 0.05 0.10
Net realized and unrealized
gain (loss) on investments 8.71 2.43 5.17 2.18
--------------------------------------------------------------
Total from investment operations 8.70 2.48 5.22 2.28
--------------------------------------------------------------
Distributions
From net investment income (0.01) (0.06) (0.06) (0.07)
From net realized gains (2.31) (1.77) (1.16) (0.32)
--------------------------------------------------------------
Total distributions (2.32) (1.83) (1.22) (0.39)
--------------------------------------------------------------
Net asset value, end of period $ 24.92 $ 18.54 $ 17.89 $ 13.89
==============================================================
Total return 48.68% 14.57% 38.38% 19.38%+
==============================================================
Net assets at end of period (in 000's) $ 515,682 $ 136,341 $ 79,495 $ 10,120
==============================================================
Ratio of expenses to average net assets
Before expense reimbursement/recoupment 1.26% 1.33% 1.46% 2.93%++
After expense reimbursement/recoupment n/a 1.40% 1.48% 1.48%++
==============================================================
Ratio of net investment income (loss)
to average net assets, net of expense
reimbursement/recoupment (0.06%) 0.27% 0.66% 1.40%++
==============================================================
Portfolio turnover rate 107.17% 130.54% 151.37% 152.21%
==============================================================
Average commission rate paid^ $ 0.0593 $ 0.0588 $ 0.0562 --
==============================================================
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Core Equity Portfolio
-------------------------------------------------------------
For the fiscal For the fiscal For the fiscal From 05/10/94
year ending year ending year ending through
03/31/98 03/31/97 03/31/96 03/31/95*
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 18.97 $ 17.53 $ 13.84 $ 12.00
Income from investment operations
Net investment income (loss) 0.07 0.13 0.11 0.11
Net realized and unrealized
gain (loss) on investments 8.86 2.86 5.13 2.00
-------------------------------------------------------------
Total from investment operations 8.93 2.99 5.24 2.11
-------------------------------------------------------------
Distributions
From net investment income (0.07) (0.13) (0.11) (0.07)
From net realized gains (3.16) (1.42) (1.44) (0.20)
-------------------------------------------------------------
Total distributions (3.23) (1.55) (1.55) (0.27)
-------------------------------------------------------------
Net asset value, end of period $ 24.67 $ 18.97 $ 17.53 $ 13.84
=============================================================
Total return 49.64% 17.88% 38.64% 17.87%+
=============================================================
Net assets at end of period (in 000's) $ 698,665 $ 260,629 $ 107,665 $ 20,430
=============================================================
Ratio of expenses to average net assets
Before expense reimbursement/recoupment 1.14% 1.18% 1.30% 1.86%++
After expense reimbursement/recoupment n/a 1.22% 1.29% 1.29%++
=============================================================
Ratio of net investment income (loss)
to average net assets, net of expense
reimbursement/recoupment 0.37% 0.74% 1.07% 1.25%++
=============================================================
Portfolio turnover rate 119.88% 146.12% 138.02% 133.18%
=============================================================
Average commission rate paid^ $ 0.0587 $ 0.0591 $ 0.0575 --
=============================================================
</TABLE>
*Commencement of operations 05/10/94.
+Not Annualized.
++Annualized.
^ For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on which
commissions are charged. This amount may vary from period to period and fund to
fund depending on the mix of trades executed in various markets where trading
practices and commission rate structures may differ.
5
<PAGE>
Financial Highlights, continued
Rainier Investment Management Mutual Funds
For a share outstanding throughout the period
<TABLE>
<CAPTION>
Balanced Portfolio
-------------------------------------------------------------
For the fiscal For the fiscal For the fiscal From 05/10/94
year ending year ending year ending through
03/31/98 03/31/97 03/31/96 03/31/95*
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 14.76 $ 14.53 $ 12.96 $ 12.00
Income from investment operations
Net investment income (loss) 0.35 0.37 0.38 0.30
Net realized and unrealized
gain (loss) on investments 4.46 1.28 2.82 1.13
-------------------------------------------------------------
Total from investment operations 4.81 1.65 3.20 1.43
-------------------------------------------------------------
Distributions
From net investment income (0.35) (0.37) (0.37) (0.31)
From net realized gains (2.44) (1.05) (1.26) (0.16)
-------------------------------------------------------------
Total distributions (2.79) (1.42) (1.63) (0.47)
-------------------------------------------------------------
Net asset value, end of period $ 16.78 $ 14.76 $ 14.53 $ 12.96
=============================================================
Total return 34.57% 11.83% 25.58% 12.23%+
=============================================================
Net assets at end of period (in 000's) $ 72,724 $ 40,630 $ 32,080 $ 13,724
=============================================================
Ratio of expenses to average net assets
Before expense reimbursement/recoupment 1.28% 1.31% 1.50% 2.29%++
After expense reimbursement/recoupment 1.19% 1.19% 1.19% 1.19%++
=============================================================
Ratio of net investment income (loss)
to average net assets, net of expense
reimbursement/recoupment 2.09% 2.50% 2.76% 3.04%++
=============================================================
Portfolio turnover rate 102.98% 133.68% 114.85% 92.40%
=============================================================
Average commission rate paid^ $ 0.0589 $ 0.0576 $ 0.0587 --
=============================================================
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Intermediate Fixed Income Portfolio
-------------------------------------------------------------
For the fiscal For the fiscal For the fiscal From 05/10/94
year ending year ending year ending through
03/31/98 03/31/97 03/31/96 03/31/95*
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 12.08 $ 12.33 $ 12.00 $ 12.00
Income from investment operations
Net investment income (loss) 0.71 0.65 0.70 0.57
Net realized and unrealized gain
(loss) on investments 0.37 (0.25) 0.34 --
-------------------------------------------------------------
Total from investment operations 1.08 0.40 1.04 0.57
-------------------------------------------------------------
Distributions
From net investment income (0.71) (0.64) (0.70) (0.57)
From net realized gains -- (0.01) (0.01) --
-------------------------------------------------------------
Total distributions (0.71) (0.65) (0.71) (0.57)
-------------------------------------------------------------
Net asset value, end of period $ 12.45 $ 12.08 $ 12.33 $ 12.00
=============================================================
Total return 9.11% 3.35% 8.85% 4.92%+
=============================================================
Net assets at end of period (in 000's) $ 19,961 $ 19,303 $ 9,740 $ 6,370
=============================================================
Ratio of expenses to average net assets
Before expense reimbursement/recoupment 1.19% 1.53% 2.17% 2.44%++
After expense reimbursement/recoupment 0.55% 0.95% 0.95% 0.95%++
=============================================================
Ratio of net investment income (loss)
to average net assets, net of expense
reimbursement/recoupment 5.73% 5.42% 5.69% 5.57%++
=============================================================
Portfolio turnover rate 15.99% 8.37% 15.49% 5.21%
=============================================================
Average commission rate paid^ -- -- -- --
=============================================================
</TABLE>
*Commencement of operations 05/10/94.
+Not Annualized.
++Annualized.
^ For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on which
commissions are charged. This amount may vary from period to period and fund to
fund depending on the mix of trades executed in various markets where trading
practices and commission rate structures may differ.
7
<PAGE>
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INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------
Rainier Investment Management Mutual Funds (the "Funds") is an open-end
management investment company consisting of four separate, diversified
portfolios (the "Portfolios"), each of which has its own objective, assets,
liabilities and net assets. Rainier Investment Management, Inc.(R) ("RIM" or the
"Advisor") serves as investment advisor to the Funds and the Portfolios.
The investment objective and policy of each Portfolio is described below.
In addition, each of the Portfolios may make use of certain types of investments
and investing techniques that are described under "Other Securities and
Investment Techniques" on page 12. The value of the Portfolios' investments will
fluctuate with market and other economic conditions.
Small/Mid Cap Equity Portfolio
The Small/Mid Cap Equity Portfolio seeks to provide investors with maximum
long-term capital appreciation. The Portfolio invests primarily in a diversified
portfolio of common stocks of companies with small and medium-size
capitalizations. The Advisor considers small-capitalization companies to be
those with the same capitalization ranges as companies in the Russell 2000(R)
Index and mid-capitalization companies to be those with the same capitalization
ranges as companies in the Russell Midcap(TM) Index. While not an investment
objective of the Portfolio, capital appreciation that is consistently greater
than that of the Russell Midcap Index is the goal of the Advisor. There is no
assurance the Portfolio will meet its objective. It is expected that holdings in
securities of small-cap companies will range from 15% to 40% and mid-cap company
securities will range from 60% to 85% of the Portfolio's net assets. The
characteristics of equity securities selected by the Advisor are described on
page 9 under "Additional Equity Investment Considerations."
The securities of small and medium-size companies may present greater
opportunities for capital appreciation, but may also involve greater risks than
large companies. These securities have the characteristics and risks described
under "Risk Considerations" on page 11.
The Portfolio may invest in stocks of companies which are either included
in the Russell 2000 Index, the Russell Midcap Index, or have equity
capitalizations within the ranges of these indices at the time of purchase. The
Russell Indices are unmanaged indices of equity securities of companies which,
as of May 31, 1997, range in capitalization from $171.7 million to $1.1 billion
for the Russell 2000 Index and from $1.1 billion to $8.0 billion for the Russell
Midcap Index. Investments in companies whose capitalizations grow above the
maximum capitalization levels of these indices may continue to be held if
particularly attractive. Companies in which the Portfolio invests are
diversified over a broad cross section of industries. As a risk-control measure,
extreme overweighting or underweighting of the Portfolio relative to the Russell
Midcap Index sector weightings is normally avoided by comparing the Portfolio to
Index weightings and making appropriate adjustments.
Equity securities in which the Portfolio invests include common stocks,
American Depositary Receipts ("ADRs") and securities having the characteristics
of common stocks, such as convertible preferred stocks, convertible "investment
grade" debt securities [which will be rated Baa or better by Moody's Investors
Service, Inc. ("Moody's"), or BBB or better by Standard & Poor's Corporation
("Standard & Poor's")] and warrants. See "Risk Considerations" on page 12 for a
discussion of the characteristics of securities rated Baa by Moody's or BBB by
Standard & Poor's. Under normal circumstances, the Portfolio will invest at
least 65%, and expects to invest 90% or more, of its total assets in equity
securities of small- and mid-capitalization issuers.
8
<PAGE>
Core Equity Portfolio
The Core Equity Portfolio seeks to provide investors with maximum long-term
capital appreciation. The Portfolio invests primarily in a diversified portfolio
of common stocks of U.S. companies. Although not an investment objective of the
Portfolio, capital appreciation that is consistently greater than that of the
Standard & Poor's 500 Stock Index is the goal of the Advisor. There is no
assurance the Portfolio will meet its objective.
To the Advisor, the term "Core Equity" denotes a portfolio invested in
small-, medium- and large-capitalization companies. In an effort to diversify
and enhance safety, the Portfolio may invest in stocks of companies of all
sizes. Companies in which the Portfolio invests are diversified over a broad
cross section of industries. As a risk-control measure, extreme overweighting or
underweighting of the Portfolio relative to the Standard & Poor's 500 Stock
Index's sector weightings is normally avoided by comparing the Portfolio to
Index weightings and making appropriate adjustments. Other characteristics of
equity securities selected by the Advisor are described below under "Additional
Equity Investment Considerations."
The Core Equity Portfolio may hold equity securities of companies with
smaller market capitalizations. These securities have the characteristics and
risks described under "Risk Considerations" on page 11.
Equity securities in which the Portfolio invests include common stocks,
ADRs, and securities having the characteristics of common stocks, such as
convertible preferred stocks, convertible "investment grade" debt securities
(which will be rated Baa or better by Moody's, or BBB or better by Standard &
Poor's) and warrants. See "Risk Considerations" on page 12 for a discussion of
the characteristics of securities rated Baa by Moody's or BBB by Standard &
Poor's. Under normal circumstances, the Portfolio will invest at least 65% or
more of its assets in equity securities of core equity companies.
Additional Equity
Investment Considerations
The Advisor refers to its investment philosophy with respect to the equity
portion of the Portfolios as "Growth at a Reasonable Price" ("GARP"). A primary
benefit of the GARP strategy in the view of the Advisor is the ability to
generate competitive investment returns in many different market environments.
For more information on the GARP investment philosophy, see the "Statement of
Additional Information."
In selecting securities for purchase in the Small/Mid Cap Equity Portfolio,
Core Equity Portfolio and the Balanced Portfolio (see below for Balanced
Portfolio objectives), the Advisor emphasizes companies that are likely to
demonstrate superior earnings growth relative to their peers, positive earnings
surprises, and whose equities are selling at attractive valuations. The Advisor
favors companies that exhibit advantageous competitive strategies or operate in
favorable competitive environments. Strong management with a significant
ownership position in the company is desired, as are companies with balance
sheet integrity and financial strength.
The Advisor considers the sale of specific equity securities when they
approach predetermined target prices; when fundamental prospects or earnings are
deteriorating or are expected to deteriorate; or when there are more attractive
equity securities on a risk/reward basis in the same industry, thereby
warranting a swap.
The Advisor supports its selection of individual securities through
intensive research and pursues qualitative and quantitative disciplines to
determine when securities should be purchased and sold. In unusual
circumstances, economic, monetary and other factors may cause the Advisor to
assume a temporary, defensive position during which all or a substantial portion
of the equity assets of each Portfolio may be invested in short-term
instruments. Short-term instruments are described under "Other Securities and
Investment Techniques" on page 12. Under normal market conditions, it is
expected that investments in such short-term instruments
9
<PAGE>
Investment Objectives and Policies, Core Equaity Portfolio, continued
may range from zero (fully invested) to 20% of a Portfolio's assets. The
Portfolios may also lend securities and use repurchase agreements. For more
information on these investments, see the "Statement of Additional Information."
Balanced Portfolio
The Balanced Portfolio seeks to provide investors with a balance of
long-term capital appreciation and current income. The Portfolio invests
primarily in a diversified portfolio of common stocks of U.S. companies and
investment grade, intermediate-term debt securities and cash equivalent
securities. The Advisor seeks to provide long-term capital appreciation and
income with less return variability and risk than that of the stock market.
The Advisor views the Standard & Poor's 500 Stock Index as a suitable
measure of the stock market. Based on its analysis of the securities markets,
the Advisor believes that over time, a Portfolio that balances its holdings
among common stocks, investment grade fixed-income securities and cash
equivalents is less likely to incur capital loss than the stock market and is
more likely to produce returns that will fluctuate less than those of the stock
market.
Under normal market conditions, it is expected that the Portfolio's assets
should be allocated among equity securities, fixed-income securities, and
short-term cash equivalent securities. Equity securities will normally
constitute from 35% to 65% of the Portfolio's net assets. Fixed-income
securities normally will represent from 30% to 55% of the Portfolio's net
assets. Cash equivalent securities will normally constitute from 0% to 35% of
the Portfolio's net assets. The Advisor utilizes an approach of strategic asset
allocation, where short-term trends in expected equity and fixed-income returns
are evaluated against the background of long-term historical returns. When the
Advisor believes that one asset group is clearly more attractive than another in
the short-term trend, a gradual shift to that asset group may be initiated.
Aggressive market timing is avoided. Shifts from one asset class to another are
normally made in 5% or 10% increments.
The equity securities in which the Balanced Portfolio invests are of the
type and have the same selection criteria as those described above for the Core
Equity Portfolio. Fixed-income securities held by the Portfolio will be of the
type and have the same selection criteria as those described below for the
Intermediate Fixed Income Portfolio. See "Risk Considerations" on page 12 for a
discussion of the characteristics of securities rated Baa by Moody's or BBB by
Standard & Poor's.
For a description of short-term cash equivalent securities in which the
Portfolio may invest, U.S. Government securities, repurchase agreements,
securities lending and other investments and techniques the Portfolio may use,
see "Other Securities and Investment Techniques" on page 12.
Intermediate Fixed Income Portfolio
The Intermediate Fixed Income Portfolio seeks to provide investors with
current income. The Portfolio invests primarily in a diversified portfolio of
investment grade, intermediate-term debt securities providing current income.
Under normal market conditions, at least 65% of its total assets will be
invested in such fixed-income securities. Investment grade debt securities are
generally considered to be those rated Baa or better by Moody's, or BBB or
better by Standard & Poor's. See "Risk Considerations" on page 12 for a
discussion of the characteristics of securities rated Baa by Moody's or BBB by
Standard & Poor's. The Advisor intends to limit investment in securities rated
Baa by Moody's or BBB by Standard & Poor's to no more than 10% of the
Portfolio's total assets. There is no assurance the Portfolio will meet its
objective.
The Portfolio will have a dollar-weighted average maturity between three
and ten years under normal market and economic conditions. Average maturity may
be less than three years if the Advisor believes a temporary defensive posture
is appropriate. The Advisor plans to manage the Portfolio within a duration
range of +/-25% of the
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duration of the Lehman Brothers Government/ Corporate Intermediate Bond Index.
The Portfolio may invest in all types of domestic or U.S. dollar
denominated foreign fixed-income securities in any proportion, including bonds,
notes, convertible bonds, mortgage-backed and asset-backed securities,
government and government agency securities, zero coupon bonds, and short-term
obligations such as commercial paper and notes, bank deposits and other
financial obligations, and repurchase agreements. Under normal circumstances,
the Advisor intends, but is not obligated, to construct the Portfolio with a
higher proportion of corporate issues than government or government agency
securities.
Bonds, notes and other corporate debt instruments include obligations of
varying maturities within the overall maturity range noted above over a cross
section of industries. The value of a debt security changes as interest rates
fluctuate. The magnitude of the change is dependent upon the maturity of the
security. See "Risk Considerations" below for a discussion of interest rate
risks.
For a description of short-term cash equivalent securities in which the
Portfolio may invest, government and government agency securities, asset-backed
securities, and other investments and techniques the Portfolio may use, see
"Other Securities and Investment Techniques" on page 12.
In determining whether or not to invest in a particular debt security, the
Advisor considers factors such as the price, coupon, yield to maturity, the
credit quality of the issuer, the issuer's cash flow and related coverage
ratios, the property, if any, securing the obligation and the terms of the debt
instrument, including subordination, default, sinking fund and early redemption
provisions.
The Portfolio invests in securities consistent with its investment
objective, and which meet the quality and maturity characteristics established
for the Portfolio. In doing so, it considers the ratings of Moody's and Standard
& Poor's assigned to various obligations.
The Portfolio intends to purchase securities for the Portfolio that are
rated investment grade. Subsequent to its purchase, the rating of an issue of
securities may be reduced below the current minimum rating required for its
purchase. This event does not require the sale of such an issue, but the Advisor
will consider such an event in determining whether to continue to hold the
obligation. The "Statement of Additional Information" contains a description of
Moody's and Standard & Poor's ratings.
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RISK CONSIDERATIONS
- --------------------------------------------------------------------------------
Small Companies
The Small/Mid Cap Equity, Core Equity and Balanced Portfolios may invest in
smaller companies that can benefit from the development of new products and
services. These smaller companies may present greater opportunities for capital
appreciation, but may also involve greater risks than larger companies. Such
smaller companies may have limited product lines, markets or financial
resources, and their securities may trade less frequently and in more limited
volume than the securities of larger, more mature companies. As a result, the
prices of the securities of such smaller companies may fluctuate to a greater
degree than the prices of the securities of other issuers.
Interest Rates
The Balanced and Intermediate Fixed Income Portfolios may invest in debt
securities. The market value of debt securities sensitive to prevailing interest
rates is inversely related to actual changes in interest rates; i.e., a decline
in interest rates produces an increase in market value, while an increase in
interest rates produces a decrease in
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<PAGE>
Risk Considerations, continued
market value of these debt securities. Moreover, the longer the remaining
maturity of a security, the greater the effect of interest rate changes on the
market value of the security. In addition, changes in the ability of an issuer
to make payments of interest and principal and in the market's perception of an
issuer's creditworthiness affect the market value of the debt securities of that
issuer.
Portfolio Leverage
The Portfolios will not borrow money to invest in any securities with an
intent to leverage the Portfolios.
Foreign Securities and Other Risks
The Portfolios may invest in securities of foreign issuers and may make use
of other investments and investment techniques, including securities lending,
repurchase agreements and illiquid securities. However, the Portfolios have no
present intention to make use of securities lending, repurchase agreements or
illiquid securities. See the "Statement of Additional Information" for a
description of these techniques. Foreign securities are described on page 13
under "Other Securities and Investment Techniques."
Investment Grade Fixed-Income Securities
Investment grade debt securities are generally considered to be those rated
Baa or better by Moody's, or BBB or better by Standard & Poor's. Securities
which are rated Baa by Moody's or BBB by Standard & Poor's, the lowest tier of
investment grade, are generally regarded as having adequate capacity to pay
interest and repay principal, but may have some speculative characteristics.
Changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make interest and principal payments than is the case
with higher grade bonds.
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OTHER SECURITIES AND INVESTMENT TECHNIQUES
- --------------------------------------------------------------------------------
Short-Term Investments
As noted above, at times the Portfolios may invest in short-term cash
equivalent securities, either for temporary defensive purposes, or as part of
their overall investment strategy. These consist of high-quality debt
obligations maturing in one year or less from the date of purchase, such as U.S.
Government securities, certificates of deposit, bankers' acceptances, repurchase
agreements and commercial paper. High quality means the obligations have been
rated at least A-1 by Standard & Poor's or Prime-1 by Moody's, have an
outstanding issue of debt securities rated at least A by Standard & Poor's or
Moody's, or are of comparable quality in the opinion of the Advisor.
U.S. Government Securities
U.S. Government securities include direct obligations issued by the United
States Treasury, such as Treasury bills, certificates of indebtedness, notes and
bonds. They also include U.S. Government agencies and instrumentalities that
issue or guarantee securities, such as the Federal Home Loan Banks, the Federal
National Mortgage Association and the Student Loan Marketing Association. Except
for U.S. Treasury securities, obligations of U.S. Government agencies and
instrumentalities may or may not be supported by the full faith and credit of
the United States. Some, such as those of the Federal Home Loan Banks, are
backed by the right of the issuer to borrow from the Treasury, others by
discretionary authority of the U.S. Government to purchase the agencies'
obligations, while still others, such as the Student Loan Marketing Association,
are supported only by the credit of the instrumentality. In the case of
securities not backed by the full faith and credit of the United States, the
investor must
12
<PAGE>
Other Securities and Investment Techniques, continued
look principally to the agency issuing or guaranteeing the obligation for
ultimate repayment and may not be able to assert a claim against the United
States itself in the event the agency or instrumentality does not meet its
commitment.
Asset-Backed Securities
Each Portfolio may invest in asset-backed receivables, which represent
undivided fractional interests in a trust with assets consisting of a pool of
domestic loans such as motor vehicle retail installment sales contracts or
credit card receivables. Asset-backed receivables are generally issued by
governmental, government-related and private organizations. Payments are
typically made monthly, consisting of both principal and interest payments.
Asset-backed securities may be prepaid prior to maturity and, hence, the actual
life of the security cannot be accurately predicted. During periods of falling
interest rates, prepayments may accelerate, which would require a Portfolio to
reinvest the proceeds at a lower interest rate. Although generally rated AAA, it
is possible that the securities could become illiquid or experience losses if
guarantors or insurers default.
Foreign Securities
Each Portfolio may invest up to 20% of its assets in foreign securities.
These include U.S. dollar denominated securities of foreign issuers and
securities of foreign issuers that are listed and traded on a domestic national
securities exchange. Currently, the Advisor intends to invest only in U.S.
dollar denominated securities of foreign issuers or ADRs.
There are risks associated with investing in foreign securities. There may
be less publicly available information about these issuers than is available
about companies in the U.S., and foreign auditing requirements may not be
comparable to those in the U.S. Interest or dividends on foreign securities may
be subject to foreign withholding taxes. Investments in foreign countries may be
subject to the possibility of expropriation or confiscatory taxation, exchange
controls, political or social instability or diplomatic developments that could
adversely affect the value of those investments. In addition, the value of the
foreign securities may be adversely affected by movements in the exchange rates
between foreign currencies and the U.S. dollar, as well as other political and
economic developments.
When-Issued Securities
The Portfolios may purchase securities on a when-issued or delayed-delivery
basis, generally in connection with an underwriting or other offering.
When-issued and delayed-delivery transactions occur when securities are bought
with payment for and delivery of the securities scheduled to take place at a
future time, beyond normal settlement dates, generally from 15 to 45 days after
the transaction. The Portfolios will designate liquid debt or equity securities
in an amount sufficient to meet their payment obligations with respect to these
transactions.
Portfolio Turnover
Portfolio turnover may exceed 100% for the Small/Mid Cap Equity, Core
Equity and Balanced Portfolios. Higher portfolio turnover involves
correspondingly greater brokerage commissions and other transaction costs, which
are borne directly by the Portfolios, and may increase realized capital gains
which are taxable to shareholders when distributed.
Illiquid and Restricted Securities
None of the Portfolios may invest more than 15% of its net assets in
illiquid securities. For more information, see the "Statement of Additional
Information."
Investment Restrictions
The Funds and the Portfolios have adopted certain investment restrictions,
which are described fully in the "Statement of Additional Information." Like the
Portfolios' investment objectives, certain of these restrictions are fundamental
and may be changed only by a majority vote of the Portfolios' outstanding
shares.
13
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ORGANIZATION AND MANAGEMENT
- --------------------------------------------------------------------------------
Organization
The Funds are organized as a series of distinct portfolios within a Trust,
commonly known as a Delaware business trust, which is registered with the SEC as
an open-end diversified management investment company. The Funds consist of four
separate diversified portfolios (the "Portfolios"), each of which has its own
objective, assets, liabilities and net assets. The Trust's Board of Trustees
decides on matters of general policy and reviews the activities of the Advisor,
Distributor and Administrator. The Trust's officers conduct and supervise the
daily business operations of the Trust.
The Advisor
Rainier Investment Management, Inc. ("RIM"), incorporated in 1989, serves
as investment advisor to the Funds. RIM currently manages $5.3 billion of
discretionary assets for various clients including corporations, public and
corporate pension plans, foundations and charitable endowments, and high net
worth individuals. The Advisor is owned and operated by its five principals. RIM
is located at:
601 Union Street, Suite 2801
Seattle, Washington 98101
Management Fee
Subject to the direction and control of the Trustees, the Advisor
formulates and implements an investment program for each Portfolio, which
includes determining which securities should be bought and sold. The Advisor
also provides certain of the officers of the Trust. Pursuant to the Investment
Advisory Agreement, the Advisor receives a fee, accrued daily and paid monthly
at the following annual percentages of average net assets: Small/Mid Cap Equity
Portfolio--0.85%; Core Equity Portfolio --0.75%; Balanced Portfolio--0.70%;
Intermediate Fixed Income Portfolio--0.50%. Currently, the Investment Advisor is
voluntarily reducing its management fee for the Intermediate Fixed Income
Portfolio to an annual rate of 0.45%.
Managers of the Portfolios
The managers of the Small/Mid Cap Equity and Core Equity Portfolios are:
James R. Margard, CFA; David A. Veterane, CFA; Peter M. Musser, CFA; and Mark H.
Dawson, CFA. The managers of the Intermediate Fixed Income Portfolio are
Patricia L. Frost and Michael E. Raney, CFA. The Balanced Portfolio is team
managed by the Advisor's Investment Committee, whose members are firm principals
and/or equity and fixed-income portfolio managers. Current members are: Patricia
L. Frost; J. Glenn Haber; James R. Margard, CFA; Peter M. Musser, CFA; Michael
E. Raney, CFA; David A. Veterane, CFA; and Mark H. Dawson, CFA.
Expense Limitation
The Portfolios are responsible for paying their own operating expenses.
Although not required to do so, the Advisor has agreed to waive or reimburse the
expenses of each Portfolio to the extent necessary so that its ratio of
operating expenses to average net assets will not exceed the following levels:
Small/Mid Cap Equity Portfolio--1.48%; Core Equity Portfolio--1.29%; Balanced
Portfolio--1.19%; Intermediate Fixed Income Portfolio--0.55%. Any reductions
made by the Advisor in its fees or payments or reimbursement of expenses which
are the Portfolio's obligation are subject to reimbursement by the Funds,
provided the Portfolio is able to effect such reimbursement and remain in
compliance with any applicable voluntary expense limitations. The Trustees
believe that it is likely that the Portfolios will be of a sufficient size to
permit the reimbursement of any such reductions or payments. A description of
any such reimbursements and the amounts paid will be set forth in the Financial
Statements that are included in the Portfolio's Annual and Semi-Annual Reports
to shareholders.
Portfolio Transactions and Brokerage
The Advisor considers a number of factors in determining which brokers or
dealers to use for the Portfolios' transactions. These factors include, but are
not limited to, the reasonableness of commissions, quality of services and
execution, and the availability of research that the Advisor may lawfully and
appropriately use in its investment management and advisory capacities. Provided
the Portfolio receives prompt execution at competitive prices,
14
<PAGE>
the Advisor may also consider the sale of Portfolio shares as a factor in
selecting broker-dealers for portfolio transactions. For more information,
please refer to the "Statement of Additional Information."
The Administrator
Investment Company Administration Corporation (the "Administrator"),
pursuant to an administration agreement with the Funds, supervises the overall
administration of the Funds and the Portfolios including, among other
responsibilities, the preparation and filing of all documents required for
compliance by the Trust or the Portfolios with applicable laws and regulations,
arranging for the maintenance of books and records of the Trust and the
Portfolios, and supervision of other organizations that provide services to the
Trust and the Portfolios. Certain officers of the Funds and the Portfolios may
be provided by the Administrator. Under the terms of the agreement, each
Portfolio pays the Administrator a monthly fee at the annual rate of 0.10% of
the first $100 million of average daily net assets, 0.05% of the next $100
million, and 0.03% of assets over $200 million, subject to an annual minimum of
$40,000.
Distribution Plan
The Small/Mid Cap Equity Portfolio, Core Equity Portfolio, Balanced
Portfolio, and Intermediate Fixed Income Portfolio each have adopted a
Distribution Plan pursuant to Rule 12b-1. Each plan provides that the Portfolio
may pay distribution and related expenses of up to an annual rate of 0.25% of
each Portfolio's average net assets. The Investment Advisor has voluntarily
limited the distribution fee for the Intermediate Fixed Income Portfolio to
0.10% of the Portfolio's average annual net assets. See "Summary of Expenses" on
page 2. The Advisor serves as the "distribution coordinator" under the
Distribution Plan and is reimbursed for its payment of permitted expenses as
they are incurred. Expenses permitted to be paid by a Portfolio under its
Distribution Plan include: preparation, printing and mailing of prospectuses;
shareholder reports such as semi-annual and annual reports, performance reports
and newsletters; sales literature and other promotional material to prospective
investors; direct mail solicitation; advertising; public relations; compensation
of sales personnel, advisors or other third parties for their assistance with
respect to the distribution and servicing of the Portfolio's shares; payments to
financial intermediaries, including ERISA third-party retirement plan
administrators, for shareholder support, administrative and accounting services
with respect to the shareholders of the Portfolio; the Advisor's internal
distribution and shareholder servicing expenses; and such other expenses as may
be approved from time to time by the Board of Trustees.
The Advisor, out of its own funds, also may pay these expenses and may
compensate broker-dealers who have signed dealer agreements for the distribution
of a Portfolio's shares as well as other service providers who provide
shareholder and administrative services.
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PURCHASING SHARES
- --------------------------------------------------------------------------------
Investors may purchase shares of a Portfolio from the Funds' transfer agent
or from other selected securities brokers or dealers, or intermediaries that
have an agreement with the Funds or the Advisor. These brokers, dealers and
intermediaries may appoint agents or subagents to accept purchase orders. A
broker may charge a commission or transaction fee.
The Rainier Small/Mid Cap Equity Portfolio is currently closed to new
shareholder accounts. Shareholders who own shares of the Small/Mid Cap Equity
Portfolio may continue to purchase shares in their existing accounts.
Employer-sponsored retirement plans and certain investment advisors, if they are
already invested in the Small/Mid Cap Equity Portfolio, may be able to open
additional accounts
15
<PAGE>
Purchasing Shares, continued
for plan participants or clients. Rainier Investment Management, Inc., as the
Advisor, may reopen and close the Small/Mid Cap Equity Portfolio to certain
types of new shareholders in the future.
Opening an Account
Investment Minimums. The minimum initial investment in each Portfolio is
$25,000. The Funds may reduce or waive the minimum for certain retirement and
other employee benefit plans; for the Advisor's employees, clients and their
affiliates; for advisors or financial institutions offering investors a program
of services; or any other person or organization deemed appropriate by the
Funds.
Purchasing by Mail
Firstar Trust Company, of Milwaukee, Wisconsin (the "Transfer Agent") acts
as transfer and shareholder service agent for the Portfolios. An investor may
purchase shares by sending a check payable to Rainier Investment Management
Mutual Funds, together with an Account Application, to the Transfer Agent at the
following address:
Rainier Investment Management Mutual Funds
P.O. Box 701
Milwaukee, WI 53201-0701
Overnight courier deliveries should be sent to:
Rainier Investment Management Mutual Funds
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202
The U.S. Postal Service or other independent delivery services are not
agents of the Funds. Therefore, a deposit in the mail or with such services, or
receipt at Firstar Trust Company's post office box of purchase applications does
not constitute receipt by Firstar Trust Company or the Funds. Do not mail
letters by overnight courier to the post office box address.
Purchasing by Wire
For an initial purchase of shares of a Portfolio by wire, shareholders
should first telephone the Transfer Agent at (800) 248-6314 between the hours of
9:00 AM and 4:00 PM (Eastern time) on a day when the New York Stock Exchange is
open for normal trading to receive an account number. The following information
will be requested: your name, address, tax identification number, dividend
distribution election, amount being wired and wiring bank. You should then give
instructions to your bank to transfer funds by wire to the Transfer Agent at the
following address:
Firstar Bank Milwaukee N.A., ABA No. 075000022
For credit to Firstar Trust Co., Account No. 112-952-137
For further credit to Rainier Investment
Management [Portfolio name]
Account of [your account number and account name]
If you arrange for receipt by the Transfer Agent of federal funds prior to
the close of trading (generally 4:00 PM, Eastern time) of the New York Stock
Exchange on a day the Exchange is open for normal trading, you may purchase
shares of a Portfolio as of that day. Your bank may charge a fee for wiring
money on your behalf. Please call (800) 248-6314 prior to sending the wire to
obtain a confirmation number and to ensure prompt and accurate handling of
funds. The Funds and their transfer agent are not responsible for the
consequences of delays resulting from the banking or Federal Reserve Wire
system, or from incomplete wiring instructions.
Purchasing by Retirement Plans and
Individual Retirement Accounts (IRAs)
Shares of the Portfolios are available for purchase by any retirement plan,
including 401(k) plans, profit sharing plans, and IRAs.
Purchasing with Securities
Shares may be purchased by tendering payment in kind in the form of
marketable securities, including, but not limited to, shares of common stock and
debt securities, provided the acquisition of such securities is consistent with
the Portfolio's investment objective and otherwise acceptable to the Advisor.
Additional Investments
Minimum Subsequent Investment. The minimum subsequent investment is $1,000.
The amount of the minimum subsequent investment, like the minimum initial
investment, may be reduced or waived by the Funds. See waiver discussion
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<PAGE>
Purchasing Shares, continued
under "Investment Minimums" above. The Funds reserve the right to reject any
order. Cash investments may be made either by check or by wire.
Additional Investments by Mail. If the purchase is a subsequent investment,
the shareholder should either include the stub from a confirmation form
previously sent by the Transfer Agent or a letter giving the shareholder's name
and account number.
Additional Investments by Wire. In making a subsequent purchase order by
wire, you should wire funds to the Transfer Agent in the manner described above,
making sure that the wire specifies the name of the Portfolio, your name and the
account number. However, it is not necessary to call the Transfer Agent to make
subsequent purchase orders using federal funds.
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SELLING SHARES (REDEMPTIONS)
- --------------------------------------------------------------------------------
Redemptions by Mail
Shareholders may redeem shares of any Portfolio by writing to the Transfer
Agent at the following address:
Rainier Investment Management Mutual Funds
P.O. Box 701
Milwaukee, WI 53201-0701
Overnight courier deliveries should be sent to:
Rainier Investment Management Mutual Funds
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202
The U.S. Postal Service or other independent delivery services are not
agents of the Funds. Therefore, a deposit in the mail or with such services, or
receipt at Firstar Trust Company's post office box of redemption requests does
not constitute receipt by Firstar Trust Company or the Funds. Do not mail
letters by overnight courier to the post office box address.
Please specify the name of the Portfolio, the number of shares or dollar
amount to be redeemed and your name and account number. You should also enclose
any certificated shares that you wish to redeem.
The signature on a redemption request must be exactly as names appear on
the Portfolio's account records, and the request must be signed by the minimum
number of persons designated on the account application that are required to
effect a redemption. Requests by participants of qualified retirement plans must
include all other signatures required by the plan and applicable federal law.
Signature Guarantee
If a redemption is requested by a corporation, partnership, trust or
fiduciary, written evidence of authority acceptable to the Transfer Agent must
be submitted before such request will be accepted. If the proceeds of the
redemption exceed $50,000, and are to be paid to a person other than the record
owner, or are to be sent to an address other than the address on the Transfer
Agent's records, or are to be paid to a corporation, partnership, trust or
fiduciary, the signature(s) on the redemption request and on the certificates,
if any, or stock powers, must be guaranteed by an "eligible guarantor" which
includes certain banks, brokers, dealers, credit unions, securities exchanges,
clearing agencies and savings associations. A signature guarantee is not the
same as notarization, and an acknowledgment by a notary public is not acceptable
as a substitute for a signature guarantee.
Redemptions by Telephone
You may establish telephone redemption privileges if you have checked the
appropriate box and supplied the necessary information on the account
application. You may then redeem shares of a Portfolio by telephoning the
Transfer Agent at (800) 248-6314, between the hours of 9:00 AM and 4:00 PM
(Eastern time) on a day when the New York Stock Exchange is open for normal
trading. Redemptions by telephone must be at least $1,000.
In periods of severe market or economic con-
17
<PAGE>
Selling Shares (Redemptions), continued
ditions, telephone redemptions may be difficult to implement, in which case you
should mail or send by overnight delivery a written redemption request to the
Transfer Agent. Overnight deliveries should be sent to the Transfer Agent at
this address:
Rainier Investment Management Mutual Funds
615 E. Michigan St., 3rd Floor
Milwaukee, WI 53202
All redemptions will be made on the basis of the relative net asset values
of the Portfolios next determined after a completed request is received.
Requests for telephone redemptions received before 4:00 PM (Eastern time) on a
day when the New York Stock Exchange is open for normal trading will be
processed as of the close of trading on that day. Otherwise, processing will
occur on the next business day.
Special Factors Regarding Telephone Redemptions. In order to protect itself
and shareholders from liability for unauthorized or fraudulent telephone
transactions, the Trust will use reasonable procedures in an attempt to verify
the identity of a person making a telephone redemption request. The Trust
reserves the right to refuse a telephone redemption request if it believes that
the person making the request is neither the record owner of the shares being
redeemed nor otherwise authorized by the shareholder to request the redemption.
Shareholders will be promptly notified of any refused request for a telephone
redemption. As long as these normal identification procedures are followed,
neither the Trust nor any Portfolio or its agents will be liable for any loss,
liability or cost which results from acting upon instructions of a person
believed to be a shareholder with respect to the telephone redemption privilege.
Redemptions by Wire
Redemption proceeds are generally paid to you by check. However, at your
request, redemption proceeds of $1,000 or more may be wired by the Transfer
Agent to your bank account. Requests for redemption by wire should include the
name, location and ABA or bank routing number (if known) of your designated bank
and your account number. Payment will be made within seven days after receipt by
the Transfer Agent of the written or telephone redemption request. Such payment
may be postponed or the right of redemption suspended at times when (a) the New
York Stock Exchange is closed for other than customary weekends and holidays;
(b) trading on such exchange is restricted; (c) an emergency exists, the result
of which disposal of Portfolio securities or determination of the value of the
Portfolio's net assets are not reasonably practicable; or (d) during any other
period when the Securities and Exchange Commission, by order, so permits.
Payment for redemption of recently purchased shares will be delayed until the
Transfer Agent has been advised that the purchase check has been honored, up to
12 calendar days from the time of receipt of the purchase check by the Transfer
Agent. Such delay may be avoided by purchasing shares by wire or by certified or
official bank checks.
Redemption of Small Accounts
In order to reduce expenses, the Portfolios may redeem shares in any
account, other than retirement plan or Uniform Gift to Minors Act accounts, if
at any time, due to redemptions, the total value of a shareholder's account does
not meet a minimum of $10,000. Shareholders will be given 30 days prior written
notice in which to purchase sufficient additional shares to avoid such a
redemption.
Redemption by Payment
with Portfolio Securities
The Portfolio intends to pay cash for all shares redeemed, but, under
abnormal conditions that make payment in cash unwise, the Portfolios may make
payment partly in their portfolio securities equal in value to the redemption
price. In the unlikely event such a payment were made, an investor may incur
brokerage costs in selling those securities. The Portfolios have elected to be
governed by special provisions of the Investment Company Act that require the
Portfolios to pay in cash in any 90-day period all requests for redemption by
any shareholder of record up to the lesser of $250,000 or 1% of the value of a
Portfolio's net assets.
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SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------
Automatic Reinvestment
Dividends and capital gain distributions are reinvested in additional
shares at no sales charge unless you indicate otherwise on the account
application. You may elect to have dividends or capital gain distributions paid
in cash.
Exchange Privilege
You may exchange shares of any Portfolio for shares of other Portfolios by
mailing or delivering written instructions to the Transfer Agent at the
following address:
Rainier Investment Management Mutual Funds
P.O. Box 701
Milwaukee, WI 53201-0701
Please specify the name of the applicable Portfolio, the number of shares or
dollar amount to be exchanged and your name and account number. You may also
exchange shares by telephoning the Transfer Agent at (800) 248-6314 between the
hours of 9:00 AM and 4:00 PM (Eastern time) on a day when the New York Stock
Exchange is open for normal trading.
You may also exchange shares of any Portfolio for shares of the Firstar
Money Market Fund or Firstar U.S. Government Money Market Fund, both money
market mutual funds not affiliated with the Trust or the Advisor, if such shares
are offered in your state of residence. Prior to making such an exchange, you
should obtain and carefully read the prospectus for the Firstar Money Market
Fund or Firstar U.S. Government Money Market Fund. The exchange privilege does
not constitute an offering or recommendation on the part of the Funds or Advisor
of an investment in the Firstar Funds.
If you did not own shares of the Small/Mid Cap Equity Portfolio when it
closed on May 5, 1998, you may not exchange shares from the Core Equity
Portfolio, Balanced Portfolio, Intermediate Fixed Income Portfolio, Firstar
Money Market Fund or Firstar U.S. Government Money Market Fund for shares of the
Small/Mid Cap Equity Portfolio.
Exchange Privilege Annual Limits
The Funds reserve the right to limit the number of exchanges a shareholder
may make in any year to four to avoid excessive Portfolio expenses.
Automatic Withdrawal Plan
An automatic withdrawal plan may be established by an investor or by a
qualified retirement plan sponsor or administrator for its participants subject
to the requirements of the plan and applicable federal law. Automatic
withdrawals may be made from a Portfolio in an amount of $100 or more on a
monthly or quarterly basis if an investor has an account of $10,000 or more in
the Portfolio. Withdrawal proceeds will normally be received prior to the end of
the month or quarter. See the account application for further information.
Shareholder Reports
To keep shareholders informed, you will receive an audited annual report
and an unaudited semi-annual report, both of which present the financial
statements of the Funds.
Miscellaneous Charges
The Trust may charge a shareholder a fee of $12.00 for any redemption via
wire transfer. The Trust may also charge a shareholder a fee of $20.00 for stop
payments on any liquidation, dividend, or draft checks, and for purchase checks
returned for insufficient funds.
19
<PAGE>
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SHARE PRICE DETERMINATION
- --------------------------------------------------------------------------------
Share Price
Shares of a Portfolio are purchased and redeemed at the next-determined net
asset value for the shares after a completed purchase or redemption request is
received by the Transfer Agent or other agent or subagent of the Funds,
including certain brokers, dealers and other intermediaries. An order in proper
form includes all correct and complete information, documents and signatures
required to process your purchase or redemption, as well as a check or bank wire
payment properly drawn and collectable. Payment should be made by check drawn on
a U.S. bank, savings and loan, or credit union. The net asset value per share is
determined as of the close of trading of the New York Stock Exchange on each day
the Exchange is open for normal trading. Orders received before 4:00 PM (Eastern
time) on a day when the Exchange is open for normal trading will be processed as
of the close of trading on that day. Otherwise, processing will occur on the
next business day. The Funds reserve the right to reject any purchase order.
Net Asset Value
The net asset value of each Portfolio is determined as of the close of
trading (generally 4:00 PM, Eastern time) on each day that the New York Stock
Exchange is open for trading. The net asset value per share of each Portfolio is
the value of the Portfolio's assets, less its liabilities, divided by the number
of outstanding shares of the Portfolio. Each Portfolio values its investments on
the basis of the market value of its securities. Securities and other assets for
which market prices are not readily available are valued at fair value as
determined in good faith by the Board of Trustees. Debt securities with
remaining maturities of 60 days or less are normally valued at amortized cost,
unless the Board of Trustees determines that amortized cost does not represent
fair value. Cash and receivables will be valued at their face amounts. Interest
will be recorded as accrued, and dividends will be recorded on their ex-dividend
date.
Share Certificates
Shares are credited to your account, and certificates are not issued unless
specifically requested. This eliminates the costly problem of lost or destroyed
certificates. If you would like certificates issued, please request them by
writing to the Transfer Agent. There is usually no charge for issuing
certificates in reasonable denominations, but certificates will be issued only
for full shares.
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAX STATUS
- --------------------------------------------------------------------------------
Dividends and Distributions
The Small/Mid Cap Equity and Core Equity Portfolios intend to pay dividends
annually. The Balanced Portfolio intends to pay dividends quarterly. The
Intermediate Fixed Income Portfolio intends to pay dividends monthly. Each
Portfolio makes distributions of its net capital gains, if any, at least
annually. The Board of Trustees may determine to declare dividends and make
distributions more or less frequently.
Dividends and capital gain distributions are automatically reinvested in
additional shares of the Portfolio at the net asset value per share on the
reinvestment date unless the shareholder has previously requested in writing to
the Transfer Agent that payment be made in cash.
Any dividend or distribution paid by the Portfolio has the effect of
reducing the net asset value per share on the reinvestment date by the amount of
the dividend or distribution. Investors should note that a dividend or
distribution paid on shares purchased shortly before such dividend or
distribution was declared will be subject to income taxes as discussed below,
even though the dividend or distribution represents, in substance, a partial
return of capital to the shareholder.
20
<PAGE>
Dividends, Distributions and Tax Status, continued
Tax Status
Each Portfolio has qualified and elected to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986 (the
"Code") for the fiscal year ending March 31, 1998 and intends to be able to
continue to so qualify in future years. As long as the Portfolio continues to
qualify, and as long as the Portfolio distributes all of its income each year to
the shareholders, the Portfolio will not be subject to any federal income or
excise taxes. The distributions made by the Portfolio will be taxable to
shareholders whether received in shares (through dividend reinvestment) or in
cash. Distributions derived from net investment income, including net short-term
capital gains, are taxable to shareholders as ordinary income. A portion of
these distributions may qualify for the intercorporate dividends-received
deduction. Distributions designated as capital gains dividends are taxable as
long-term capital gains regardless of the length of time shares of the Portfolio
have been held. Although distributions are generally taxable when received,
certain distributions made in January are taxable as if received the prior
December. Shareholders will be informed annually of the amount and nature of the
Portfolios' distributions.
A Portfolio may be required to impose backup withholding at a rate of 31%
from income dividends and capital gain distributions and upon payment of
redemption proceeds if provisions of the Code relating to the furnishing and
certification of taxpayer identification numbers and reporting of dividends are
not complied with by a shareholder. Any such accounts without a tax
identification number may be liquidated and distributed to a shareholder, net of
withholding, after the sixtieth day of investment.
Additional information about taxes is set forth in the "Statement of
Additional Information." Shareholders should consult their own advisors
concerning federal, state and local taxation of distributions from the
Portfolio.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
Total Return
From time to time, the Portfolio may publish its total return in
advertisements and communications to investors. Total return information will
include the Portfolio's average annual compounded rate of return over the four
most recent calendar quarters and over the period from the Portfolio's inception
of operations. The Portfolio may also advertise aggregate and average total
return information over different periods of time. The Portfolio's total return
will be based upon the value of the shares acquired through a hypothetical
$1,000 investment (at the maximum public offering price) at the beginning of the
specified period, and the net asset value of such shares at the end of the
period, assuming reinvestment of all distributions. Total return figures will
reflect all recurring charges against Portfolio income. Investors should note
that the investment results of the Portfolio will fluctuate over time, and any
presentation of the Portfolio's total return for any prior period should not be
considered as a representation of what an investor's total return may be in any
future period.
Yield
A Portfolio may also refer in its advertising and promotional materials to
its yield. A Portfolio's yield shows the rate of income that it earns on its
investments, expressed as a percentage of the net asset value of Portfolio
shares. A Portfolio calculates yield by determining the interest income it
earned from its portfolio investments for a specified thirty-day period (net of
expenses), dividing such income by the average number of Portfolio shares
outstanding, and expressing the result as an annualized percentage based on the
net asset value
21
<PAGE>
Performance Information, continued
at the end of that thirty-day period. Yield accounting methods differ from the
methods used for other accounting purposes; accordingly, a Portfolio's yield may
not equal the dividend income actually paid to investors or the income reported
in the Portfolio's financial statements.
In addition to standardized return, performance advertisements and sales
literature may also include other total return performance data
("non-standardized return"). Non-standardized return may be quoted for the same
or different periods as those for which standardized return is quoted and may
consist of aggregate or average annual percentage rate of return, actual
year-by-year rates or any combination thereof. All data included in performance
advertisements will reflect past performance and will not necessarily be
indicative of future results. The Portfolios may also advertise their relative
rankings by mutual fund ranking services such as Lipper Analytical Services or
Morningstar, Inc. The investment return and principal value of an investment in
a Portfolio will fluctuate, and an investor's proceeds upon redeeming Portfolio
shares may be more or less than the original cost of the shares.
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GENERAL INFORMATION
- --------------------------------------------------------------------------------
Each Portfolio is one of a series of shares of the Trust, each having
separate assets and liabilities. The Trust was organized as a Delaware business
trust on December 15, 1993.
Each Portfolio has reserved the right to invest all of its assets in the
securities of a single open-end management investment company with substantially
the same fundamental investment objectives, policies and limitations as the
Portfolios. It is not presently intended that such investment will be made.
Voting Rights
Shareholders are entitled to one vote for each full share held (and
fractional votes for fractional shares) and may vote in the election of Trustees
and on other matters submitted to meetings of shareholders. It is not
contemplated that regular annual meetings of shareholders will be held.
The Declaration of Trust provides that the shareholders have the right,
upon the declaration in writing or vote of more than two-thirds of its
outstanding shares, to remove a Trustee. The Trustees will call a meeting of
shareholders to vote on the removal of a Trustee upon the written request of the
record holders of 10% of its shares. In addition, ten shareholders holding the
lesser of $25,000 worth or 1% of the shares may advise the Trustees in writing
that they wish to communicate with other shareholders for the purpose of
requesting a meeting to remove a Trustee.
The Year 2000
The investment advisory services provided to the Portfolios by the Advisor
and the other services provided to the Portfolios by the Transfer Agent,
Custodian, Administrator and other parties depend on the smooth functioning of
their computer systems. Many computer systems in use today cannot recognize the
year 2000, but revert to 1900 or some other date because of the way dates are
encoded and calculated. A computer failure for this reason could have a negative
impact on the handling of securities trades, pricing and account services. The
Advisor has made inquiries of its software vendors and outside service providers
to the Portfolios and has received assurances that their systems will be adapted
in sufficient time to avoid serious problems. There can be no guarantee that all
of these computer systems will be adapted in time. It is also possible that
interaction with other non-complying computer systems of brokers and other
intermediaries holding shareholder accounts may create disruptions. In addition,
computer problems related to the year 2000 may have a negative impact on the
companies in which the Portfolios invest and the value of shares of the
Portfolios.
This Prospectus is not an offering of the securities herein described in any
state in which the offering is unauthorized. No salesperson, dealer or other
person is authorized to give any information or make any representation other
than those contained in this Prospectus or in the Statement of Additional
Information.
22
<PAGE>
R A I N I E R
INVESTMENT
MANAGEMENT
MUTUAL FUNDS
601 Union Street, Suite 2801
Seattle, Washington 98101
(800) 248-6314
<PAGE>
RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS
Statement of Additional Information
Dated June 30, 1998
This Statement of Additional Information is not a prospectus, and it should be
read in conjunction with the applicable prospectus of the Rainier Investment
Management Mutual Funds (the "Trust"). The Trust consists of four separate
portfolios: the Small/Mid Cap Equity Portfolio, the Core Equity Portfolio, the
Balanced Portfolio and the Intermediate Fixed Income Portfolio. (In this
Statement of Additional Information, all four Portfolios may be referred to as
the "Portfolios" and the Small/Mid Cap Equity Portfolio, Core Equity Portfolio,
and Balanced Portfolios may be referred to as the "Equity Portfolios"). Rainier
Investment Management, Inc.(R) ("RIM" or the "Advisor") is the Advisor to the
Trust and the Portfolios. A copy of the prospectus may be obtained from the
Trust at 601 Union St., Ste. 2801, Seattle, WA 98101 or by calling (800)
248-6314.
TABLE OF CONTENTS
INVESTMENT OBJECTIVES AND POLICIES...........................................B-2
INVESTMENT RESTRICTIONS......................................................B-2
Repurchase Agreements...............................................B-3
When-Issued Securities..............................................B-4
Illiquid Securities; Rule 144A Securities...........................B-4
Mortgage-Related Securities. .......................................B-5
Futures ...........................................................B-5
Securities Lending..................................................B-7
MANAGEMENT...................................................................B-7
Principal Shareholders..............................................B-9
The Advisor........................................................B-11
PORTFOLIO TRANSACTIONS AND BROKERAGE........................................B-13
NET ASSET VALUE.............................................................B-14
REDEMPTIONS.................................................................B-14
TAXATION ...................................................................B-15
DIVIDENDS AND DISTRIBUTIONS.................................................B-15
PERFORMANCE INFORMATION.....................................................B-16
Total Return.......................................................B-16
Yield ..........................................................B-16
Other Performance Information......................................B-17
GENERAL INFORMATION.........................................................B-17
FINANCIAL STATEMENTS........................................................B-18
APPENDIX ...................................................................B-19
B-1
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
The Small/Mid Cap Equity Portfolio seeks to maximize long-term capital
appreciation. The Portfolio invests primarily in a diversified portfolio of
common stocks of companies with small and medium-size capitalizations. This
Portfolio is currently closed to new shareholder accounts. The Advisor may
reopen and close the Portfolio to certain types of shareholders in the future.
The Core Equity Portfolio seeks to maximize long-term capital appreciation. The
Portfolio invests primarily in a diversified portfolio of common stocks of U.S.
companies.
The Balanced Portfolio seeks to provide investors with a balance of long-term
capital appreciation and current income. The Portfolio invests primarily in a
diversified portfolio of common stocks of U.S. companies and investment grade,
intermediate-term debt securities and cash equivalent securities.
The Intermediate Fixed Income Portfolio seeks to provide current income. The
Portfolio invests primarily in a diversified portfolio of investment grade,
intermediate-term debt securities issued by corporations and the U.S.
Government.
INVESTMENT RESTRICTIONS
The Trust, on behalf of the Portfolios, has adopted the following
fundamental investment policies and restrictions in addition to the policies and
restrictions discussed in the prospectus. With respect to each Portfolio, the
policies and restrictions listed below cannot be changed without approval by the
holders of a "majority of the outstanding voting securities" of that Portfolio
(which is defined in the Investment Company Act of 1940 (the "1940 Act") to mean
the lesser of (i) 67% of the shares represented at a meeting at which more than
50% of the outstanding shares are represented or (ii) more than 50% of the
outstanding shares). As a matter of fundamental policy, the Portfolios are
diversified; i.e., as to 75% of the value of a Portfolio's total assets, no more
than 5% of the value of its total assets may be invested in the securities of
any one issuer (other than U.S. Government securities).
In addition, no Portfolio may:
1. Issue senior securities, borrow money or pledge its assets, except that a
Portfolio may borrow on an unsecured basis from banks for temporary or emergency
purposes or for the clearance of transactions in amounts not exceeding 10% of
its total assets (not including the amount borrowed), provided that it will not
make investments while borrowings in excess of 5% of the value of its total
assets are outstanding;
2. Make short sales of securities or maintain a short position, except for
short sales against the box;
3. Purchase securities on margin, except such short-term credits as may be
necessary for the clearance of transactions;
4. Write put or call options, except that the Portfolios reserve the right to
write put or call options for hedging or other purposes as may subsequently be
described in their Prospectus and permitted under applicable federal and state
laws and regulations;
5. Act as underwriter (except to the extent a Portfolio may be deemed to be an
underwriter in connection with the sale of securities in its investment
portfolio);
6. Invest 25% or more of its total assets, calculated at the time of purchase
and taken at market value, in any
B-2
<PAGE>
one industry, other than U.S. Government securities, (except that the Portfolios
reserve the right to invest all of their assets in shares of another investment
company);
7. Purchase or sell real estate or interests in real estate or real estate
limited partnerships (although any Portfolio may purchase and sell securities
which are secured by real estate and securities of companies which invest or
deal in real estate);
8. Purchase or sell commodities or commodity futures contracts, except that the
Portfolios may purchase and sell stock index futures contracts and interest rate
futures contracts to the extent described in their Prospectus or in this
Statement of Additional Information and as permitted under applicable federal
and state laws and regulations;
9. Make loans (except for purchases of debt securities consistent with the
investment policies of the Portfolios and except for repurchase agreements);
10. Make investments for the purpose of exercising control or management; or
11. Invest in oil and gas limited partnerships or oil, gas or mineral leases.
The Portfolios observe the following restrictions as a matter of operating but
not fundamental policy, pursuant to positions taken by federal regulatory
authorities:
No Portfolio may:
1. Purchase any security if as a result the Portfolio would then hold more than
10% of any class of voting securities of an issuer (taking all common stock
issues as a single class, all preferred stock issues as a single class, and all
debt issues as a single class) except that each Portfolio reserves the right to
invest all of its assets in a class of voting securities of an investment
company;
2. Invest more than 10% of its assets in the securities of other investment
companies or purchase more than 3% of any other investment company's voting
securities or make any other investment in other investment companies except as
permitted by federal law. (Each Portfolio reserves the right to invest all of
its assets in another investment company).
Repurchase Agreements
Repurchase agreements are transactions in which a Portfolio purchases a security
from a bank or recognized securities dealer and simultaneously commits to resell
that security to the bank or dealer at an agreed-upon date and price reflecting
a market rate of interest unrelated to the coupon rate or maturity of the
purchased security. The majority of these transactions run from day to day and
not more than seven days from the original purchase. The purchaser maintains
custody of the underlying securities prior to their repurchase; thus the
obligation of the bank or dealer to pay the repurchase price on the date agreed
to is, in effect, secured by such underlying securities. If the value of such
securities is less than the repurchase price, the other party to the agreement
will provide additional collateral so that at all times the collateral is at
least equal to the repurchase price.
Although repurchase agreements carry certain risks not associated with direct
investments in securities, the Portfolios intend to enter into repurchase
agreements only with banks and dealers believed by the Advisor
B-3
<PAGE>
to present minimum credit risks in accordance with guidelines established by the
Boards of Trustees. The Advisor will review and monitor the creditworthiness of
such institutions under the Board's general supervision. To the extent that the
proceeds from any sale of collateral upon a default in the obligation to
repurchase were less than the repurchase price, the purchaser would suffer a
loss. If the other party to the repurchase agreement petitions for bankruptcy or
otherwise becomes subject to bankruptcy or other liquidation proceedings, there
might be restrictions on the purchaser's ability to sell the collateral and the
purchaser could suffer a loss. However, with respect to financial institutions
whose bankruptcy or liquidation proceedings are subject to the U.S. Bankruptcy
Code, the Portfolios intend to comply with provisions under such Code that would
allow them immediately to resell the collateral.
When-Issued Securities
The Portfolios may from time to time purchase securities on a
"when-issued" basis. The price of such securities, which may be expressed in
yield terms, is fixed at the time the commitment to purchase is made, but
delivery and payment for the when-issued securities take place at a later date.
Normally, the settlement date occurs within one month of the purchase; during
the period between purchase and settlement, no payment is made by the Portfolio
to the issuer and no interest accrues to the Portfolio. To the extent that
assets of a Portfolio are held in cash pending the settlement of a purchase of
securities, the Portfolio would earn no income. While when-issued securities may
be sold prior to the settlement date, the Portfolios intend to purchase such
securities with the purpose of actually acquiring them unless a sale appears
desirable for investment reasons. At the time the Portfolio makes the commitment
to purchase a security on a when-issued basis, it will record the transaction
and reflect the value of the security in determining its net asset value. The
market value of the when-issued securities may be more or less than the purchase
price. The Advisor does not believe that the Portfolios' net asset value or
income will be adversely affected by the purchase of securities on a when-issued
basis. The Portfolios will establish a segregated account with the Custodian in
which they will maintain liquid assets equal in value to commitments for
when-issued securities. Such segregated securities either will mature or, if
necessary, be sold on or before the settlement date.
Illiquid Securities; Rule 144A Securities
There is no present intention for the Portfolios to hold any illiquid
securities. As noted in the prospectus, each Portfolio has the right to invest
in such securities but not to the extent of more than 15% of its net assets.
Illiquid securities include (a) securities for which there is no available
market, (b) securities that at the time of purchase have legal or contractual
restrictions on resale, (c)repurchase agreements having more than seven days to
maturity and (d) fixed time deposits subject to withdrawal penalties (other than
those with a term of less than seven days).
Mutual funds do not typically hold a significant amount of restricted
or other illiquid securities because of the potential for delays on resale and
uncertainty in valuation. Limitations on resale may have an adverse effect on
the marketability of portfolio securities, and a Portfolio might not be able to
dispose of such securities promptly or at reasonable prices and might thereby
experience difficulty satisfying redemptions. A Portfolio might also have to
register such restricted securities in order to dispose of them, resulting in
additional expense and delay.
In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act of 1933,
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general
B-4
<PAGE>
public or to certain institutions may not be indicative of the liquidity of such
investments. If such securities are subject to purchase by institutional buyers
in accord with Rule 144A promulgated by the Securities and Exchange Commission,
the Trustees may determine that such securities are not illiquid notwithstanding
their legal or contractual restrictions on resale.
Mortgage-Related Securities.
The Intermediate Fixed Income Portfolio and Balanced Portfolio reserve the
right to invest in mortgage-related securities. These securities include
mortgage pass-through securities, which represent interests in pools of
mortgages in which payments of both interest and principal on the securities are
generally made monthly, in effect "passing through" monthly payments made by the
individual borrowers on the residential mortgage loans which underlie the
securities (net of fees paid to the issuer or guarantor of the securities).
Early repayment of principal on mortgage pass-through securities (arising from
prepayments of principal due to the sale of underlying property, refinancing, or
foreclosure, net of fees and costs which may be incurred) may expose a Portfolio
to a lower rate of return upon reinvestment of principal. Also, if a security
subject to repayment has been purchased at a premium, in the event of prepayment
the value of the premium would be lost.
Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U. S. Government (in the case of securities
guaranteed by GNMA), or by agencies and instrumentalities of the U.S. Government
(in the case of securities guaranteed by FNMA or the Federal Home Loan Mortgage
Corporation ("FHLMC"), which are supported only by the discretionary authority
of the U.S. Government to purchase the agency's obligations). Mortgage
pass-through securities created by non-governmental issuers (such as commercial
banks, savings and loan institutions, private mortgage insurance companies,
mortgage bankers and other secondary market issuers) may be supported by various
forms of insurance or guarantees, including individual loan, title, pool and
hazard insurance, and letters of credit, which may be issued by governmental
entities, private insurers or the mortgage poolers.
Collateralized mortgage obligations ("CMO's") are hybrid instruments with
characteristics of both mortgage-backed bonds and mortgage pass-through
securities. Similar to a bond, interest and prepaid principal on a CMO are paid,
in most cases, semi-annually. CMO's may be collateralized by whole mortgage
loans but are more typically collateralized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC, or FNMA. CMO's are structured
into multiple classes, with each class bearing a different stated maturity.
Monthly payments of principal, including prepayments, are first returned to
investors holding the shortest maturity class. Investors holding the longer
maturity classes receive principal only after the first class has been retired.
Other mortgage related securities include those that directly or indirectly
represent a participation in or are secured by and payable from mortgage loans
on real property, such as CMO residuals or stripped mortgage-backed securities,
and may be structured in classes with rights to receive varying proportions of
principal and interest. Certain of these government interest-only and
principal-only fixed mortgage-backed securities may be considered liquid under
guidelines to be established by the Board of Trustees, if, under such
procedures, they can be disposed of promptly in the ordinary course of business
at a value reasonably close to that used in the calculation of net asset value
per share. Any interest-only and principal-only securities not determined to be
liquid under these guidelines will be subject to the Portfolios' limitations on
illiquid securities as set forth in the prospectus. The Portfolios have no
present intention to invest in such interest-only and principal-only securities.
Futures
To the extent consistent with their investment objectives and policies,
the Portfolios may purchase
B-5
<PAGE>
and sell futures contracts with respect to interest rates and securities
indexes. The Portfolios may use these techniques to hedge against changes in
interest rates or securities prices or as part of their overall investment
strategies.
An interest rate or index futures contract provides for the future sale
by one party and purchase by another party of a specified quantity of a
financial instrument or the cash value of an index at a specified price and
time. A futures contract on an index is an agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to the
difference between the value of the index at the close of the last trading day
of the contract and the price at which the index contract was originally
written. Although the value of an index might be a function of the value of
certain specified securities, no physical delivery of these securities is made.
A public market exists in futures contracts covering a number of indexes as well
as financial instruments, including: the S&P 500; the S&P 100; the S&P Midcap
400; the NYSE composite; U.S. Treasury bonds; U.S. Treasury notes; GNMA
Certificates; three-month U.S. Treasury bills; 90-day commercial paper; and bank
certificates of deposit.
Each Portfolio will use futures contracts in accordance with the
applicable rules of the Commodity Futures Trading Commission under which the
Trust and the Portfolios avoid being deemed a "commodity pool" and the Advisor
being deemed a "commodity pool operator." Accordingly, each Portfolio intends
generally to limit its use of futures contracts as described below.
A Portfolio might use futures contracts to hedge against anticipated
changes in interest rates or securities prices that might adversely affect
either the value of the Portfolio's securities or the price of the securities
that the Portfolio intends to purchase. A Portfolio might also buy futures
contracts on securities indexes with respect to a large cash investment in a
Portfolio pending full investment of that cash in stocks.
A Portfolio will enter into only those futures contracts that are
standardized and traded on a U.S. exchange, board of trade, or similar entity,
or quoted on an automated quotation system.
When a purchase or sale of a futures contract is made by a Portfolio,
the Portfolio is required to deposit with its custodian (or broker, if legally
permitted) a specified amount of assets determined to be liquid by the Advisor
in accordance with procedures established by the Board of Trustees ("initial
margin"). The margin required for a futures contract is set by the exchange on
which the contract is traded and may be modified during the term of the
contract. Each day the Portfolio pays or receives cash, called "variation
margin," equal to the daily change in value of the futures contract. This
process is known as "marking to market." Variation margin does not represent a
borrowing or loan by a Portfolio but is instead a settlement between the
Portfolio and the broker of the amount one would owe the other if the futures
contract expired. In computing daily net asset value, each Portfolio will mark
to market its open futures positions.
Although some futures contracts call for making or taking delivery of
the underlying securities, generally these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month).
The Portfolios will enter into positions in futures contracts for "bona
fide hedging" purposes and for other investment purposes. With respect to
positions in futures that do not constitute bona fide hedging positions, a
Portfolio will not enter into a futures contract or futures option contract if,
immediately thereafter, the aggregate initial margin deposits relating to such
positions (plus premiums paid by it for open futures positions, less the amount
by which any such futures are "in-the-money") would exceed 5% of the Portfolio's
net assets.
When purchasing a futures contract, a Portfolio will designate (and
mark-to-market on a daily basis)
B-6
<PAGE>
assets determined to be liquid by the Advisor in accordance with procedures
established by the Board of Trustees, that, when added to the amounts deposited
with a futures commission merchant as margin, are equal to the contract value of
the futures contract.
There are several risks associated with the use of futures contracts. A
purchase or sale of a futures contract may result in losses substantially in
excess of the amount invested in the futures contract. There can be no guarantee
that there will be a correlation between price movements in the hedging vehicle
and in the Portfolio securities being hedged. In addition, there are significant
differences between the securities and futures markets that could result in an
imperfect correlation between the markets, causing a given futures transaction
not to achieve its objectives. A decision as to whether, when and how to use
futures involves the exercise of skill and judgment, and even a well-conceived
investment may be unsuccessful to some degree because of market behavior or
unexpected interest rate or securities price trends.
There can be no assurance that a liquid market will exist at a time
when a Portfolio seeks to close out a futures contract, and that Portfolio would
remain obligated to meet margin requirements until the position is closed.
Securities Lending
The Portfolios have the ability to lend securities, but have no present
intention to do so. The Portfolios may lend their securities in an amount not to
exceed 30% of their assets to financial institutions such as banks and brokers
if the loan is collateralized in accordance with applicable regulations. Under
the present regulatory requirements which govern loans of portfolio securities,
the loan collateral must, on each business day, at least equal the value of the
loaned securities and must consist of cash, letters of credit of domestic banks
or domestic branches of foreign banks or securities of the U.S. Government or
its agencies.
MANAGEMENT
The overall management of the business and affairs of the Trust is
vested with its Board of Trustees. The Board approves all significant agreements
between the Trust and persons or companies furnishing services to it, including
the agreements with the Advisor, Administrator, Custodian and Transfer Agent.
The day to day operations of the Trust and the Portfolios are delegated to their
officers, subject to their investment objectives and policies and to general
supervision by their Boards of Trustees.
B-7
<PAGE>
The Trustees and officers of the Trust, their ages, business addresses
and principal occupations during the past five years are:
<TABLE>
<CAPTION>
Position(s) Held Other Principal
Name and Address with Trust Occupation(s) During Past Five Years
- ---------------- ---------------- ------------------------------------
<S> <C> <C>
J. Glenn Haber, 46 * Trustee, Principal of the Advisor May 1991 to date;
601 Union St., Ste. 2801 President, .
Seattle, WA 98101 Secretary, and
Treasurer
Patricia L. Frost 53* Trustee and Principal and Chief Executive Officer of
601 Union St., Ste. 2801 Vice President the Advisor, May 1991 to date.
Seattle, WA 98101
James E. Diamond, Jr., 51 Trustee President and Chief Financial Officer of
3217 NW Yeon Ave. Paul O. Giesey Adcrafters, Inc., August,
Portland, OR 97210 1991 to date (printing and typography).
John W. Ferris, 57 Trustee Partnerof Peterson Sullivan & Co.,
Peterson, Sullivan & Co. (certified public accountants).
2330 Two Union Square
Seattle, WA 98101
Gary L. Sundem, 53 Trustee Associate Dean and Professor of
University of Washington Accounting; University of Washington
School of Business Administration
James R. Margard,45* Vice President Principal of the Advisor May 1991 to date.
601 Union St., Ste. 2801
Seattle, WA 98101
Michael E. Raney, 49* Vice President Principal of the Advisor May 1991 to date.
601 Union St. Ste. 2801
Seattle, WA 98101
David A. Veterane, 56* Vice President Principal of the Advisor May 1991 to date.
601 Union St., Ste. 2801
Seattle, WA 98101
</TABLE>
- --------------------------------------
*Denotes "interested person" as defined in the Investment Company Act of 1940
B-8
<PAGE>
The officers of the Trust, and the Trustees who are considered "interested
persons" of the Trust receive no compensation directly from the Trust for
performing the duties of their offices. However, those officers and Trustees who
are officers or principals of the Advisor may receive remuneration indirectly
because the Advisor receives a management fee from the Portfolios. The Trustees
who are not affiliated with the Advisor receive an annual retainer of $4,000
plus $1,000 per meeting. These unaffiliated Trustees also receive a fee of
$1,000 for any committee meetings held on dates other than a scheduled board
meeting date. Such Trustees also are reimbursed for any expenses incurred in
attending meetings. The aggregate compensation paid in equal parts by each
Portfolio of the Trust to each of the Trustees during the fiscal year ended
March 31, 1998 is set forth below:
Total compensation
Name of Trustee from the Trust
--------------- --------------
J. Glenn Haber None
Patricia L. Frost None
James E. Diamond, Jr. $8,000
Gary L. Sundem $8,000
John W. Ferris $8,000
The Portfolios do not maintain pension or retirement plans for Trustees.
Principal Shareholders
As of May 31, 1998, the current Trustees and officers of the Trust as a group
held of record and beneficially less than 1% of the outstanding shares of each
Portfolio. To the best knowledge of the Portfolios, shareholders owning 5% or
more of the outstanding shares of the Portfolio as of record are set forth
below:
<TABLE>
<CAPTION>
Shareholder % held as of
Portfolio Name & Address May 31, 1998
- --------- -------------- ------------
<S> <C> <C>
Small/Mid Cap Equity Charles Schwab & Co. Inc. 42.07%
Portfolio Specialty Custody Account
Exclusive Benefit of
Customers
101 Montgomery St.,
San Francisco, CA 94104-4122
National Financial Services 9.17
For the Exclusive Benefit of
Our Customers
P.O. Box 3908
New York, NY 10038-3908
State Street Bank & Trust 6.08%
FBO Nissan Motors 401(k)
Specialized Trust Services
200 Newport Avenue, #JQ7S
Quincy, MA 02170-1742
</TABLE>
B-9
<PAGE>
<TABLE>
<S> <C> <C>
Core Equity Portfolio Charles Schwab & Co. Inc. 37.00%
Specialty Custody Account
For Exclusive Benefit of
Customers
101 Montgomery St.,
San Francisco, CA 94104-4122
National Financial Services 8.61%
For the Exclusive Benefit of
Our Customers
P.O. Box 3908
New York, NY 10008-3908
Balanced Portfolio Charles Schwab & Co. Inc. 13.25%
Specialty Custody Account
For Exclusive Benefit of
Customers
101 Montgomery St.,
San Francisco, CA 94104-4122
Copeland Lumber Co. 401K 10.89%
Profit Sharing Trust
Copper Mountain Trust Corp.
1211 SW 5th Ave. Ste 1900
Portland, OR 97204-3713
Wendell & Co. 8.01%
A/C #368473 USIBELBAL
C/o The Bank of New York
Mutual Fund Section
Wall Street Station
P.O. Box 1066
New York, NY 10286
National Financial Services 6.80%
For the Exclusive Benefit of
Our Customers
P.O. Box 3908
New York, NY 10008-3908
Northwestern Trust Company 6.59%
1201 3rd Ave. Ste 2010
Seattle, WA 98101-3000
Intermediate Fixed Income Key Trust Company of Alaska 13.52%
Portfolio Under Agreement DTD 10/20/95
With Koniag Inc.
P.O. Box 94871
Cleveland, OH 44101-4871
</TABLE>
B-10
<PAGE>
<TABLE>
<S> <C> <C>
Key Trust Co. 10.41%
Koniag Shareholder RIM
A/C #0105022002
P.O. Box 94871
Cleveland, OH 44101-4871
Northwest Roofers & Employers 24.62%
Health & Security Trust Fund
Michael S Hendrickson TR
P.O. Box 34203
Seattle, WA 98124-1203
Machinist Health 9.31%
& Welfare Trust
Welfare & Pension Admin
P. O. Box 34203
Seattle, WA 98124-1203
Wendel & Co.A/C #728249 6.17%
C/o Bank of New York
Attn Mutual Fund Section
Wall Street Station
P.O. Box 1066
New York, NY 10286
Wendel & Co.A/C #200202 5.65%
C/o Bank of New York
Attn Mutual Fund Section
Wall Street Station
P.O. Box 1066
New York, NY 10286
Wendel & Co.A/C #223628 5.58%
C/o Bank of New York
Attn Mutual Fund Section
Wall Street Station
P.O. Box 1066
New York, NY 10286
</TABLE>
The Advisor
Subject to the supervision of the Board of Trustees, investment management and
services are provided to the Portfolios by the Advisor, pursuant to an
Investment Advisory Agreement (the "Advisory Agreement"). Under the Advisory
Agreement, the Advisor provides a continuous investment program for the
Portfolios and makes decisions and places orders to buy, sell or hold particular
securities. In addition to the fees payable to the Advisor and the
Administrator, the Portfolios and the Trust are responsible for their operating
expenses, including: (i) interest and taxes; (ii) brokerage commissions; (iii)
insurance premiums; (iv) compensation and expenses of Trustees other than those
affiliated with the Advisor or the Administrator; (v) legal and audit expenses;
(vi) fees and expenses of the custodian, shareholder service and transfer
agents;
B-11
<PAGE>
(vii) fees and expenses for registration or qualification of the Trust and its
shares under federal or state securities laws; (viii) expenses of preparing,
printing and mailing reports, notices and proxy material to shareholders; (ix)
other expenses incidental to holding any shareholder meetings; (x) dues or
assessments of or contributions to the Investment Company Institute or any
successor; (xi) such non-recurring expenses as may arise, including litigation
affecting the Trust or the Portfolios and the legal obligations with respect to
which the Trust or the Portfolios may have to indemnify their officers and
Trustees; and (xii) amortization of organization costs.
Under the Advisory Agreement, the Advisor is not liable to the Portfolios for
any error of judgment by the Advisor or any loss sustained by the Trust or
Portfolios except in the case of a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages will be
limited as provided in the 1940 Act) or of willful misfeasance, bad faith, gross
negligence or reckless disregard of duty.
The Advisory Agreement continues automatically for successive annual periods,
provided that such continuance is specifically approved at least annually (i) by
a majority vote of the Independent Trustees cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by the Board of Trustees or
by vote of a majority of the outstanding voting securities.
The Advisory Agreement is terminable by vote of the Board of Trustees or by the
holders of a majority of the outstanding voting securities of the Portfolios at
any time without penalty, on 60 days written notice to the Advisor. The Advisory
Agreement also may be terminated by the Advisor on 60 days written notice to the
Portfolios. The Advisory Agreement terminates automatically upon its assignment
(as defined in the 1940 Act).
Advisory fees, waiver and expense reimbursements/(recoupment)for the last three
fiscal years were as follows:
Expenses Waived or
Gross Reimbursed/
Advisory Fee (Recouped)
------------ ----------
Fiscal year ending March 31, 1998:
Small/Mid Cap Equity $2,479,135 $0
Core Equity 3,230,869 0
Balanced 370,829 45,162
Intermediate Fixed Income 102,469 135,484
Fiscal year ending March 31,
1997:
Small/Mid Cap Equity $920,491 ($67,820)
Core Equity 1,402,959 (69,984)
Balanced 274,557 47,467
Intermediate Fixed Income 73,573 85,255
B-12
<PAGE>
Expenses Waived or
Fiscal year ending March 31, Gross Reimbursed/
1996: Advisory Fee (Recouped)
------------ ----------
Small/Mid Cap Equity $283,325 ($5,715)
Core Equity 393,043 6,206
Balanced 151,624 68,025
Intermediate Fixed Income 39,123 94,910
PORTFOLIO TRANSACTIONS AND BROKERAGE
In all purchases and sales of securities for the Portfolios, the primary
consideration is to obtain the most favorable price and execution available.
Pursuant to the Advisory Agreement, the Advisor determines which securities are
to be purchased and sold by the Portfolios and which broker-dealers are eligible
to execute portfolio transactions, subject to the instructions of and review by
the Trust's Board of Trustees.
Purchases of portfolio securities may be made directly from issuers or from
underwriters. Where possible, purchase and sale transactions will be effected
through dealers (including banks) which specialize in the types of securities
which the Portfolios will be holding, unless better executions are available
elsewhere. Dealers and underwriters usually act as principals for their own
accounts. Purchases from underwriters will include a commission paid by the
issuer to the underwriter and purchases from dealers will include the spread
between the bid and the asked price. If the execution and price offered by more
than one dealer or underwriter are substantially the same, the Advisor will also
consider whether that Broker/Dealer has provided research or other services as
discussed below.
In placing portfolio transactions, the Advisor will use its best efforts to
choose a broker-dealer capable of providing the services necessary to obtain the
most favorable price and execution available. The full range and quality of
services available will be considered in making these determinations, such as
the size of the order, the difficulty of execution, the operational facilities
of the firm involved, the firm's risk in positioning a block of securities, and
other factors.
In those instances where it is reasonably determined that more than one
broker-dealer can offer the services needed to obtain the most favorable price
and execution available and the transaction involves a brokerage commission,
consideration may be given to those broker-dealers which furnish or supply
research and statistical information to the Advisor that it may lawfully and
appropriately use in its investment advisory capacity for the Portfolios and for
other accounts, as well as provide other services in addition to execution
services. The Advisor considers such information, which is in addition to, and
not in lieu of, the services required to be performed by it under the Agreement,
to be useful in varying degrees, but of indeterminable value. The Board of
Trustees reviews all brokerage allocations where services other than best
price/execution capabilities are a factor to ensure that the other services
provided meet the tests outlined above and produce a benefit to the Portfolios.
The placement of portfolio transactions with broker-dealers who sell shares
of the Portfolios is subject to rules adopted by the National Association of
Securities Dealers, Inc. ("NASD"). Provided the Trust's officers are satisfied
that the Portfolio is receiving the most favorable price and execution
available, the
B-13
<PAGE>
Advisor may also consider the sale of the Portfolios' shares as a factor in the
selection of broker-dealers to execute its portfolio transactions.
Investment decisions for the Portfolios are made independently from those of
other client accounts of the Advisor. Nevertheless, it is possible that at times
the same securities will be acceptable for the Portfolios and for one or more of
such client accounts. To the extent any of these client accounts and a Portfolio
seek to acquire the same security at the same time, the Portfolio may not be
able to acquire as large a portion of such security as it desires, or it may
have to pay a higher price to obtain a lower yield for such security. Similarly,
a Portfolio may not be able to obtain as high a price for, or as large an
execution of, an order to sell any particular security at the same time. If one
or more of such client accounts simultaneously purchases or sells the same
security that a Portfolio is purchasing or selling, each day's transactions in
such security will be allocated between the Portfolio and all such client
accounts in a manner deemed equitable by the Advisor, taking into account the
respective sizes of the accounts, the amount being purchased or sold and other
factors deemed relevant by the Advisor. It is recognized that in some cases this
system could have a detrimental effect on the price or value of the security
insofar as the Portfolio is concerned. In other cases, however, it is believed
that the ability of the Portfolio to participate in volume transactions may
produce better executions for the Portfolio.
Depending on the Advisor's view of market conditions, a Portfolio may or
may not purchase debt securities with the expectation of holding them to
maturity, although its general policy is to hold securities to maturity. A
Portfolio may, however, sell securities prior to maturity to meet redemptions or
as a result of a revised management evaluation of the issuer.
The Portfolios do not effect securities transactions through broker-dealers
in accordance with any formula, nor do they effect securities transactions
through such broker-dealers solely for selling shares of the Portfolios.
However, as stated above, broker-dealers who execute transactions for the
Portfolios may from time to time effect purchase of shares of the Portfolios for
their customers.
For the fiscal years ended March 31, 1998, 1997, and 1996, brokerage
commissions paid by the Portfolios were as follows: Small/Mid Cap Equity
Portfolio-$897,422, $357,414, and $172,507; Core Equity Portfolio- $1,190,049,
$659,957, and $244,391; Balanced Portfolio-$109,055, $90,613, and $60,011,
respectively. The Intermediate Fixed Income Portfolio paid no brokerage
commissions for the periods indicated herein.
NET ASSET VALUE
The net asset value of the Portfolios' shares will fluctuate and is
determined as of the close of trading on the New York Stock Exchange (currently
4:00 p.m. Eastern time) each business day. The Exchange annually announces the
days on which it will not be open for trading. The most recent announcement
indicates that it will not be open on the following days: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. However, the Exchange may
close on days not included in that announcement.
REDEMPTIONS
The Portfolios intend to pay cash (U.S. dollars) for all shares redeemed,
but, under abnormal conditions which make payment in cash unwise, a Portfolio
may make payment partly in securities with a current market value equal to the
redemption price. Although the Portfolios do not anticipate that they will make
any part of a redemption payment in securities, if such payment were made, an
investor may incur brokerage costs in converting such securities to cash. The
Trust has elected to be governed by the provisions of Rule 18f-1 under the 1940
Act, which contains a formula for determining the minimum redemption amounts
that
B-14
<PAGE>
must be paid in cash.
TAXATION
The Portfolios are each taxed as separate entities under the Internal
Revenue Code, and each intends to continue to qualify for treatment as a
regulated investment company ("RIC") under Subchapter M of the Code. In each
taxable year that the Portfolios qualify, the Portfolios (but not their
shareholders) will not be subject to federal income tax on that part of their
investment company taxable income (consisting generally of interest and dividend
income, net short-term capital gain and net realized gains from currency
transactions) and net capital gain that is distributed to shareholders.
In order to qualify for treatment as a RIC, the Portfolios must distribute
annually to shareholders at least 90% of their investment company taxable income
and must meet several additional requirements. Among these requirements are the
following: (1) at least 90% of each Portfolio's gross income each taxable year
must be derived from dividends, interest, payments with respect to securities
loans and gains from the sale or other disposition of securities or foreign
currencies, or other income derived with respect to its business of investing in
securities or currencies; (2) at the close of each quarter of each Portfolio's
taxable year, at least 50% of the value of its total assets must be represented
by cash and cash items, U.S. Government securities, securities of other RICs and
other securities, limited in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Portfolio and that does not represent more
than 10% of the outstanding voting securities of such issuer; and (3) at the
close of each quarter of each Portfolio's taxable year, not more than 25% of the
value of its assets may be invested in securities (other than U.S. Government
securities or the securities of other RICs) of any one issuer.
Each Portfolio will be subject to a nondeductible 4% excise tax to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.
DIVIDENDS AND DISTRIBUTIONS
Dividends from a Portfolio's investment company taxable income (whether
paid in cash or invested in additional shares) will be taxable to shareholders
as ordinary income to the extent of the Portfolio's earnings and profits.
Distributions of a Portfolio's net capital gain (whether paid in cash or
invested in additional shares) will be taxable to shareholders as long-term
capital gain, regardless of how long they have held their Portfolio shares.
Dividends declared by a Portfolio in October, November or December of any
year and payable to shareholders of record on a date in one of such months will
be deemed to have been paid by the Portfolio and received by the shareholders on
the record date if the dividends are paid by a Portfolio during the following
January. Accordingly, such dividends will be taxed to shareholders for the year
in which the record date falls.
Each Portfolio is required to withhold 31% of all dividends, capital gain
distributions and repurchase proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Portfolio with a correct
taxpayer identification number. Each Portfolio also is required to withhold 31%
of all dividends and capital gain distributions paid to such shareholders who
otherwise are subject to backup withholding.
B-15
<PAGE>
PERFORMANCE INFORMATION
Total Return
Average annual total return quotations used in a Portfolio's advertising
and promotional materials are calculated according to the following formula:
n
P(1 + T) = ERV
where "P" equals a hypothetical initial payment of $1000; "T" equals average
annual total return; "n" equals the number of years; and "ERV" equals the ending
redeemable value at the end of the period of a hypothetical $1,000 payment made
at the beginning of the period.
The time periods used in advertising will be updated to the last day of the most
recent quarter prior to submission of the advertising for publication. Average
annual total return, or "T" in the above formula, is computed by finding the
average annual compounded rates of return over the period that would equate the
initial amount invested to the ending redeemable value. Average annual total
return assumes the reinvestment of all dividends and distributions. Any
performance information used in advertising and sales literature will include
information based on this formula for the most recent one, five and ten year
periods, or for the life of the Portfolio, whichever is available.
Average annual total returns for the one year period ending March 31, 1998
and from inception on May 10, 1994 through that date were as follows,
respectively: Small/Mid Cap Equity Portfolio - 48.68% and 30.46%; Core Equity
Portfolio - 49.64% and 31.28%; Balanced Portfolio - 34.57% and 21.32%;
Intermediate Fixed Income Portfolio - 9.11% and 6.72%.
Yield
Annualized yield quotations used in a Portfolio's advertising and
promotional materials are calculated by dividing the Portfolio's interest income
for a specified thirty-day period, net of expenses, by the average number of
shares outstanding during the period, and expressing the result as an annualized
percentage (assuming semi-annual compounding) of the net asset value per share
at the end of the period. Yield quotations are calculated according to the
following formula:
6
YIELD = 2 [(a-b + 1) - 1]
---
cd
where "a" equals dividends and interest earned during the period; "b" equals
expenses accrued for the period, net of reimbursements; "c" equals the average
daily number of shares outstanding during the period that are entitled to
receive dividends and "d" equals the maximum offering price per share on the
last day of the period. Except as noted below, in determining net investment
income earned during the period ("a" in the above formula), a Portfolio
calculates interest earned on the debt obligations held by it during the period
by (1) computing the obligation's yield to maturity, based on the market value
of the obligation (including actual accrued interest) on the last business day
of the period or, if the obligation was purchased during the period, the
purchase price plus accrued interest; (2) dividing the yield to maturity by 360
and multiplying the resulting quotient by the market value of the obligation
(including actual accrued interest) and; (3)totaling the interest earned on all
debt obligations and all dividends accrued on all equity securities during the
period.
Yield for Intermediate Fixed Income Portfolio for the 30-day period ended
March 31, 1998 was 5.62%
B-16
<PAGE>
For purposes of these calculations, the maturity of an obligation with one
or more call provisions is assumed to be the next date on which the obligation
reasonably can be expected to be called or, if none, the maturity date.
Other Performance Information
Performance data of a Portfolio quoted in advertising and other
promotional materials represents past performance and is not intended to predict
or indicate future results. The return and principal value of an investment in a
Portfolio will fluctuate, and an investor's redemption proceeds may be more or
less than the original investment amount. In advertising and promotional
materials a Portfolio may compare its performance with data published by Lipper
Analytical Services, Inc. ("Lipper"), Morningstar, Inc. ("Morningstar") or CDA
Investment Technologies, Inc. ("CDA"). A Portfolio also may refer in such
materials to mutual fund performance rankings and other data, such as
comparative asset, expense and fee levels, published by Lipper, CDA or
Morningstar. Advertising and promotional materials also may refer to discussions
of a Portfolio and comparative mutual fund data and ratings reported in
independent periodicals including, but not limited to, The Wall Street Journal,
Money, Forbes, Business Week, Financial World and Barron's.
The Investment Advisor in advertising and sales material may also refer to
its investment philosophy with respect to the Equity Portfolios or components of
Portfolios as the "Growth at a Reasonable Price ("GARP")" investment philosophy.
Such references connote the Advisor's structuring of the Portfolios to provide
an opportunity to invest in companies with superior earnings growth, and whose
equity securities are selling at attractive valuations. The result is expected
to be equity portfolios whose average earnings growth is normally greater than
the market averages and whose price-to-earnings ratio is often below the market
averages. In this regard, the Advisor believes the appropriate market average
reference points are the Russell MidcapTM Index and the Russell 2000(R) Index
for the Small/Mid Cap Portfolio and the Standard & Poor's 500 Stock Index and
the Russell 1000(R) Index for the Core Equity Portfolio and equity portion of
the Balanced Portfolio.
A primary benefit of the GARP strategy in the view of the Advisor is the
ability to generate competitive investment returns in many different market
environments. The Advisor believes that earnings growth is the primary factor
influencing capital appreciation of equity investments. At the same time, many
companies with good earnings growth prospects can be purchased at attractive
valuations. The Advisor believes that this disciplined analysis of both earnings
growth and valuations is one of the primary factors influencing the ability to
generate competitive investment returns in a variety of market conditions.
GENERAL INFORMATION
The Declaration of Trust permits the Trustees to issue an unlimited number
of full and fractional shares of beneficial interest and to divide or combine
the shares into a greater or lesser number of shares without thereby changing
the proportionate beneficial interest in a Portfolio. Each share represents an
interest in a Portfolio proportionately equal to the interest of each other
share. Upon the Trust's liquidation, all shareholders would share pro rata in
the net assets of the Portfolio in question available for distribution to
shareholders. If they deem it advisable and in the best interest of
shareholders, the Board of Trustees may create additional series of shares which
differ from each other only as to dividends. The Board of Trustees has created
four series of shares, and may create additional series in the future, which
have separate assets and liabilities. Income and operating expenses not
specifically attributable to a particular Portfolio are allocated fairly among
the Portfolios by the Trustees, generally on the basis of the relative net
assets of each Portfolio.
B-17
<PAGE>
Rule 18f-2 under the 1940 Act provides that as to any investment company
which has two or more series outstanding and as to any matter required to be
submitted to shareholder vote, such matter is not deemed to have been
effectively acted upon unless approved by the holders of a "majority" (as
defined in the Rule) of the voting securities of each series affected by the
matter. Such separate voting requirements do not apply to the election of
Trustees or the ratification of the selection of accountants. The Rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series. A change in investment policy may go into effect as
to one or more series whose holders so approve the change even though the
required vote is not obtained as to the holders of other affected series.
The Trust's custodian, Firstar Trust Company, is responsible for holding
the Portfolios' assets, and also acts as the Trust's transfer and accounting
services agent. KPMG Peat Marwick LLP has been selected as the independent
auditor for the Trust. KPMG Peat Marwick LLP provides audit services, tax return
preparation and assistance and consultation in connection with review of certain
Securities and Exchange Commission filings.
FINANCIAL STATEMENTS
Incorporated by reference herein are portions of the Trust's Annual Report
to shareholders for the fiscal year ending March 31, 1998 under the headings:
"Independent Auditor's Report," "Schedule of Investments." "Statement of Assets
and Liabilities," "Statement of Operations," "Statement of Changes in Net
Assets," "Financial Highlights," and "Notes to Financial Statements." A copy of
the Trust's Annual Report accompanies this Statement and also can be obtained at
no charge by calling the toll free number on page 1 or writing the Trust on the
front page of this Statement of Additional Information.
B-18
<PAGE>
APPENDIX
Description of Ratings
Moody's Investors Service, Inc.: Corporate Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality and
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.
Moody's applies numerical modifiers "1", "2" and "3" to both the Aaa
and Aa rating classifications. The modifier "1" indicates that the security
ranks in the higher end of its generic rating category; the modifier "2"
indicates a mid-range ranking; and the modifier "3" indicates that the issue
ranks in the lower end of its generic rating category.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great period of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Standard & Poor's Corporation: Corporate Bond Ratings
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA--Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in a small degree.
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
Commercial Paper Ratings
Moody's commercial paper ratings are assessments of the issuer's
ability to repay punctually promissory obligations. Moody's employs the
following three designations, all judged to be investment
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grade, to indicate the relative repayment capacity of rated issuers: Prime
1--highest quality; Prime 2--higher quality; Prime 3--high quality.
A Standard & Poor's commercial paper rating is a current assessment of
the likelihood of timely payment. Ratings are graded into four categories,
ranging from "A" for the highest quality obligations to "D" for the lowest.
Issues assigned the highest rating, A, are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers "1", "2" and "3" to indicate the relative degree of safety. The
designation A-1 indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. A "+" designation is applied to those issues
rated "A-1" which possess extremely strong safety characteristics. Capacity for
timely payment on issues with the designation "A-2" is strong. However, the
relative degree of safety is not as high as for issues designated A-1. Issues
carrying the designation "A-3" have a satisfactory capacity for timely payment.
They are, however, somewhat more vulnerable to the adverse effect of changes in
circumstances than obligations carrying the higher designations.
B-20
