RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS
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CODE OF ETHICS
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December 1994
I. Legal Requirement
Rule 17j-1 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires every investment company (as well as its investment
adviser) to have a written Code of Ethics which specifically deals with "insider
trading" by "access persons." Rainier Investment Management (the "Adviser") is
the investment adviser to the Funds. Access persons are defined to include
officers of Rainier Investment Management Mutual F(the "Trust"), advisory
personnel with substantial responsibility or with knowledge of the investments
of the funds constituting series of the Trust (each, a "Fund"), and each member
of the Board of Trustees. The Rule also requires that reasonable diligence be
used and procedures instituted to prevent violations of this Code of Ethics.
This Code of Ethics is designed to provide a program for detecting and
preventing insider trading by requiring insiders to report personal securities
tin securities of the types which the Funds may purchase. This Code generally
prohibits access persons from PURCHASING securities other than mutual funds or
index derivatives. TCode also places restrictions on the SALE by access persons
of those securities owned prior tthe implementation of this Code. The reason
underlying this reporting requirement is the potential for insiders who have
knowledge of what a Fund is doing to take advantage othis information to trade
in advance of a Fund. If the security involved is thinly traded or if the Fund
buys or sells in big enough blocks to move the market, this type of insider
trading could disadvantage the Fund or unfairly benefit the insider. This Code
of Ethics is also aimed at minimizing conflicts of interest and the appearance
of such conflicts.
Under this Code of Ethics, all access persons, except independent
Trustees and except persons associated with the Funds' distributor and
administrator who cwith a separate Code of Ethics, are required to file reports
of their personal securities transactions (excluding Government Securities) at
least quarterly and, if they wish to sell the same securities as any Fund, must
obtain prior approval for these parallel trades. These reports are then compared
against the activities of the Funds and if a pattern emerges that indicates
abusive trading, the matter is referred to the Board of Trustees; the Board of
Trustees reviews the pattern and makes appropriate inquiries and decides what
action, if any, is then necessary.
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Independent Trustees who do not have day-to-day contact with the Fand
who do not have specific knowledge of the Funds' intended investments are not
required to file any reports at all, and there is no restriction on their
personal securities trading activities. However, if an independent Trustee
should learn that one of the Funds is about to take a particular position, and
he or she wishes to make a similar or related trade within 15 days on either
side of a Fund trade, the Trustee should obtain prior approval of the trade.
This Code of Ethics is not intended to cover all possible areas of
potential liability under the 1940 Act or under the federal securities laws in
general. For example, other provisions of Section 17 of the 1940 Act prohibit
various transactions between a registered investment company and affiliated
persons, including the knowing sale or purchase on a principal basis, and joint
transactions (e.g., combining to achieve a substantial position in a security or
commingling of funds) between an investment company and an affiliated person.
Persons covered by this Code of Ethics are advised to seek advice before
engaging in any transactions involving securities held or under consideration
for purchase or sale by a Fund of the Trust or if a transaction directly or
indirectly involves themselves and the Trust other than the purchase or
redemption of shares of a Fund or the performance of their normal business
duties.
In addition, the Securities Exchange Act of 1934 may impose fiduciary
obligations and trading restrictions on access persons in certain situations. It
is expected that access persons will be sensitive to these areas of potential
conflict, even though this Code of Ethics does not address specifically these
other areas of fiduciary responsibility.
II. Implementation
In order to implement this Code of Ethics, a compliance officer and at
least one alternate should be designated. The Trust has designated three
alternates. These individuals are:
David Veterane (compliance officer)
Patricia Frost (alternate)
James Margard (alternate)
J. Glenn Haber (alternate)
The compliance officer shall create a list of advisory persons and
other access persons and update the list with reasonable frequency. The
compliance officer shall circulate a copy of this Code of Ethics to each access
person, together with an acknowledgment of receipt, which shall be signed and
returned to the compliance officer by each access person. The compliance officer
is charged with responsibility for insuring that the reporting requirements of
this Code of Ethics (see Section VI) are adhered to by all access persons. The
compliance officer shall be responsible for ensuring that the review
requirements othis Code of Ethics (see Section VIII) are performed in a prompt
manner. The compliance officer shall also be responsible for giving special
prior approval to transactions that would otherwise be prohibited pursuant to
Section IV of this Code of Ethics.
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III. Definitions
(a) "ACCESS PERSON" means any trustee, officer or advisory person (defined
below) of a Fund or the Trust. Shareholders, officers and employees of
the Funds' distributor, First Fund Distributors, Inc., and the Funds'
administrator, Investment Company Administration Corporation, who
comply with the code of ethics of those entities are excluded from the
definition of "access person" and, therefore, from the coverage of
this Code of Ethics.
(b) "ADVISORY PERSON" means (i) any employee of (A) the Trust, (B) an
investment adviser to the Trust or (C) any company in a control
relationship to the Trust, who, in connection with his or her regular
functions or duties, makes, participates in, or obtains information
regarding, the purchase or sale of a security by a Fund of the Trust,
or whose functions relate to the making of any recommendations with
respect to such purchases or sales; and (ii) any natural person in a
control relationship to the Trust or an investment adviser to the
Trust who obtains information concerning recommendations made to the
Trust with regard to the purchase or sale of a security.
(c) A security is "BEING CONSIDERED FOR PURCHASE OR SALE" when a
recommendation to purchase or sell a security has been made and
communicated and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
(d) "BENEFICIAL OWNERSHIP" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder, with the exception that the
determination of direct or indirect beneficial ownership shall apply
to all securities which an access person has or acquires.
(e) "CONTROL" means the power to exercise a controlling influence othe
management or policies of the Trust, unless such power is solely the
result of an official position with such Trust as further defined in
Section 2(a)(9) of the 1940 Act.
(f) "PURCHASE OR SALE OF A SECURITY" includes the writing of an option to
purchase or sell a security.
(g) "SECURITY" shall have the meaning set forth in Section 2(a)(36) of the
1940 Act, except that it shall not include shares of registered
open-end investment companies, securities issued by the Government of
the United States (including Government agencies), short-term debt
securities which are "government securities" within the meaning of
Section 2(a)(16) of the 1940 Act, bankers' acceptances, bank
certificates of deposit, commercial paper and other money market
instruments.
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IV. Prohibited Purchases and Sales
(a) Prohibited Purchases. No ACCESS PERSON shall PURCHASE directly or
indirectly any SECURITY or related instrument (e.g., option).
(b) Prohibited Sales. No ACCESS PERSON shall SELL directly or indirectly,
any SECURITY or related instrument (e.g., option) in which he or she
has any direct or indirect BENEFICIAL OWNERSHIP, which SECURITY to his
or her actual knowledge at the time of such sale:
(1) is BEING CONSIDERED FOR PURCHASE OR SALE by a Fund;
(2) is being PURCHASED or SOLD by a Fund;
(3) was PURCHASED or SOLD by a Fund within the most recent 15 days or
(4) was PURCHASED or SOLD in an advisory transaction obehalf of a
client of the Adviser within the most recent 2 days, if the
Security appears on the Adviser's Internal Guidance List.
Restriction (1) shall continue to apply until the recommendation has
been rejected or any trade instruction to buy or sell has been
canceled. Knowledge of any such consideration, intention,
recommendation or purchase or sale is always a matter of strictest
confidence.
In addition, any such proposed SALE of a Security or related
instrument must be APPROVED IN ADVANCE by the compliance officer (or
by an alternate in the case of a proposed sale by the compliance
officer).
V. Exempted Transactions/Securities
The prohibitions of Section IV of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the access
person has no direct or indirect influence or control.
(b) Purchases or sales which are non-volitional on the part of either the
access person or the Trust (e.g., receipt of gifts). ----
(c) Purchases which are part of an automatic dividend reinvestment plan.
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(d) Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of its Securities, to the extent such
rights were acquired from such issuer, and sales of such rights so
acquired.
(e) Sales which have received the prior approval of the compliance
officer.
(f) Purchases and sales of Securities which are not included in the
definition of "Security" in Part III(g) -- i.e., mutual fund shares,
government securities, money market instruments and index derivatives.
VI. Reporting
(a) No reports need to be filed by an independent Trustee unless such
Trustee knows or should have known that the Security traded by the
Trustee was being considered for purchase or sale or was being
purchased or sby a Fund within 15 days on either side of the Trustee's
transaction (see Section VII below).
(b) No reports need to be filed by individuals who already report their
investment transactions under the rules applicable to registered
investment advisers (see Section VII below) to the extent copies of
their reports are sent to the designated compliance officer.
(c) Every other access person shall report to the Trust's compliance
officer or alternate the information described in Subsection VI(d)
with respect to transactions in any Security in which such access
person has, or by rof such transaction acquires, any direct or
indirect beneficial ownership in the Security.
(d) Every report shall be made not later than ten (10) days after the end
of each calendar quarter and shall contain the following information:
(1) The date of the transaction, the title and the number of shares,
and the principal amount of each Security involved;
(2) The nature of the transaction (i.e., purchase, sale, or any other
type of acquisition or disposition);
(3) The price at which the transaction was effected; and
(4) The name of the broker, dealer, or bank with or through whom the
transaction was effected.
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(e) For periods in which no reportable transactions were effected, the
report shall contain a representation that no transactions subject to
the reporting requirements were effected during the relevant time
period.
(f) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has
any direct or indirect beneficial ownership in the Security to which
the report relates.
(g) Copies of statements or confirmations containing the information
specified in paragraph (b) above may be submitted in lieu of listing
the transactions.
VII. Exceptions to Reporting Requirements
(a) An independent Trustee, i.e., a Trustee of the Trust who is not an
"interested person" (as defined in Section 2(a)(19) of the 1940 Act)
of the Trust, is not required to file a report on a transaction in a
Security provided such Trustee neither knew nor, in the ordinary
course of fulfilling his or her official duties as a trustee of the
Trust, should have known that, during the 15- day period immediately
preceding or after the date of the transaction by the Trustee, such
Security is or was purchased or sold by the Trust or is or was being
considered for purchase by its investment adviser.
(b) Shareholders, officers and employees of the Funds' distributor or
administrator who comply with a separate code of ethics of those
entities are exempted from the reporting requirements of this Code of
Ethics.
(c) Access persons need not make a report where the report would duplicate
information recorded pursuant to Rules 204-2(a)(12) or 204-2(a) under
the Investment Advisers Act of 1940, provided a copy of such Rule 204
reports is sent either to the compliance officer or to his alternate.
(d) Access persons need not make a report with respect to an exempted
transaction or Security as described in Section V of the Code.
However, personal Securities transactions involving any of the Funds
shall be reported.
VIII. Review
The designated compliance officer (or the alternate, as appropriate) shall
compare all reports of personal securities transactions with completed and
contemplated portfolio transactions of each Fund to determine whether a
violation of this Code of Ethics may have occurred. No person shall review his
or her own report. Before making any determination that a violation has been
committed by any person, the designated compliance officer shall give such
person an opportunity to supply additional explanatory material. If a Securities
transaction of the designated compliance officer is under consideration, the
Chairman shall act in all respects in the manner prescribed herein for the
designated compliance officer.
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If the designated compliance officer determines that a violation of this
Code of Ethics has or may have occurred, he or she shall, following consultation
with counsel to the Trust, submit his or her written determination, together
with the transaction report, if any, and any additional explanatory material
provided by the individual, to the President or, if the President shall be the
designated compliance officer, the Treasurer, who shall make an independent
determination of whether a violation has occurred.
The designated compliance officer shall be responsible for maintaining a
current list of all access persons (including all Trustees) and for identifying
all reporting access persons on such list, and shall take steps to ensure that
all reporting access persons have submitted reports in a timely manner. Failure
to submit timely reports will be communicated to the Board of Trustees.
IX. Sanctions
If a material violation of this Code occurs or a preliminary determination
is made that a violation may have occurred, a report of the alleged violation
shall be m to the Board of Trustees. The Board of Trustees may impose such
sanctions as it deems appropriate, including, a letter of censure, suspension,
or termination of the employment of the violator, and/or a disgorging of any
profits made by the violator.
I fully understand and hereby subscribe to this Code of Ethics.
Date Signature
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