RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS
497, 1999-03-15
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                            SUPPLEMENT TO PROSPECTUS*

                                 March 19, 1999

                          Rainier Investment Management
                                  Mutual Funds


                Rainier Small/Mid Cap Equity Portfolio Investors

     The Rainier  Small/Mid  Cap Equity  Portfolio  (the  "Small/Mid  Cap Equity
Portfolio") has reopened to new shareholder  accounts  effective March 19, 1999.
See page 15 of the Prospectus for more information  under  "Purchasing  Shares."
Rainier Investment Management, Inc.(R), as the Advisor, may close and reopen the
Small/Mid  Cap Equity  Portfolio  to certain  types of new  shareholders  in the
future.

                               EXCHANGE PRIVILEGE

     You may now exchange  shares from any Portfolio for shares of the Small/Mid
Cap Equity Portfolio. For more information,  see "Exchange Privilege" on page 19
of the Prospectus.




                                     RAINIER
                                   INVESTMENT
                                   MANAGEMENT
                                  Mutual Funds
                          601 Union Street, Suite 2801
                            Seattle, Washington 98101
                                 (800) 248-6314


* Prospectus Dated June 30, 1998.


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