RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS

This Post-Effective Amendment No. 58 to the Registration Statement of Rainier Investment Management Mutual Funds is being filed to update annual financial information for the following series: Rainier Large Cap Equity Fund, Rainier Small/Mid Cap Equity Fund, Rainier Mid Cap Equity Fund, MN Rainier Intermediate Fixed Income Fund, and Rainier International Discovery Fund.

As with all mutual funds, the U.S. Securities and Exchange Commission does not approve or disapprove of these shares or determine whether the information in this Prospectus is truthful or complete. It is a criminal offense for anyone to state otherwise.

INVESTMENT OBJECTIVE

The Rainier Large Cap Equity Fund (the “Large Cap Equity Fund” or “Fund”) seeks to maximize long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


	Institutional		Original
Shareholder Fees		None		None
(fees paid directly from your investment)
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.70%		0.70%
Distribution and Service (12b-1) Fees		0.00%		0.25%
Other Expenses		0.19%		0.24%
Total Annual Fund Operating Expenses		0.89%		1.19%
Fee Waiver and/or Expense Reimbursement⁽¹⁾		-0.07%		-0.07%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.82%		1.12%

⁽¹⁾Rainier has contractually agreed to reduce its fees and/or reimburse Fund expenses such that the annual rate of ordinary operating expenses is reduced by 0.07% through at least July 31, 2017. The obligation may be terminated at any time by the Board of Trustees upon written notice to Rainier and will terminate if the Management Agreement is terminated.

EXAMPLE

This example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other

mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual expense limitation for the first year only). Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year			3 Years			5 Years			10 Years
Institutional		$	84		$	277		$	486		$	1,090
Original		$	114		$	371		$	648		$	1,437

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 63.30% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

In pursuing its objective, the Fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in the common stock of large-capitalization companies traded in the United States. Rainier considers large-capitalization companies to be those currently with minimum market capitalizations of $3 billion at the time of purchase. The Fund may invest in common stock of companies of all sizes, including small-capitalization companies. Investments in companies with market capitalizations below $3 billion will

normally comprise less than 20% of the Fund. The Fund will normally be invested in approximately 50 to 150 securities. Although the Fund does not expect to maintain significant positions in such securities on a normal basis, it may invest up to 25% of its assets in foreign securities, with limited investments in emerging markets. Foreign securities 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, Rainier intends to invest only in U.S. dollar denominated securities of foreign issuers or American Depositary Receipts (“ADRs”). The Fund may invest to a limited extent in initial public offerings (“IPOs”) and exchange-traded funds (“ETFs”).

Rainier refers to its stock selection philosophy as Growth at a Reasonable Price (“GARP”). Stock selection focuses on companies that Rainier believes likely to demonstrate superior earnings growth relative to their peers and have equities selling at attractive relative valuations. The Fund is diversified over a broad cross-section of economic sectors and industries. To help control risk, Rainier compares the Fund’s economic sector weightings to a broad index, such as the Standard & Poor’s (S&P) 500 Index^®, and normally avoids extreme overweighting or underweighting relative to that index. Rainier considers the sale of a specific common stock when fundamentals deteriorate, when the stock reaches or surpasses its price target or when better opportunities are perceived in alternative stocks.

PRINCIPAL INVESTMENT RISKS

Because the Fund invests in securities that normally experience daily price changes, there is the risk that an investor could lose money. An investment in the Fund is not a

deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The following risks could affect the value of your investment:

•

Management Risk – Like all managed funds, there is a risk that Rainier’s strategy for managing the Fund may not achieve the desired results or may be less effective than other strategies in a particular market environment.

•

Equities Risk – Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value.

•

Growth Stock Risk – Growth stocks may fall out of favor with investors. Because growth stocks can have relatively high valuations, an investment in a growth stock can be more risky than an investment in a company with more modest growth expectations.

•

Market Capitalization Risk – Investments in securities of small- and mid-cap companies may involve greater risk of loss than investing in larger, more established companies. Small- and mid-cap companies may have limited product lines, markets or financial resources and less seasoned management teams and may trade less frequently and at a lower volume than more widely held securities. The prices of small- and mid-cap companies’ stock tend to fluctuate in value more than those of other stocks. Large-cap stocks may have

extended cycles where they perform worse than other segments of the stock market or the stock market in general.

•

Foreign Securities Risk – Foreign securities (including securities of issuers in emerging markets) involve additional risks, including political and economic instability, differences in financial reporting, accounting, auditing and legal standards, nationalization, expropriation or confiscatory taxation, less publicly available information, currency rate fluctuations, less or more strict regulation of securities markets and markets having less liquidity and more volatility than domestic markets.

•

IPO Risk – IPO share prices can be volatile and fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, a limited number of shares available for trading, and limited operating history and/or information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk.

•

ETF Risk – ETFs have the risks of the investments they make and that they may not achieve their investment objectives. In addition, ETFs may be less liquid and thus their share values more volatile than the values of the investments they hold. Fund assets invested in ETFs and other mutual funds incur another layer of expenses, including operating costs and advisory fees that you indirectly bear as a shareholder in the Fund.

PERFORMANCE

compares the Fund’s average annual total returns for the 1-year, 5-year and 10-year periods with a domestic broad-based market index and with a secondary domestic growth style market index. The Fund’s performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on Rainier’s website at www.rainierfunds.com.

RAINIER LARGE CAP EQUITY FUND – INSTITUTIONAL SHARES

CALENDAR-YEAR TOTAL RETURNS (%)

LOGO

The year-to-date total return as of June 30, 2016 for the Fund was -2.47%.


Best Quarter:	+14.81%	(first quarter, 2012)
Worst Quarter:	-23.64%	(fourth quarter, 2008)

AVERAGE ANNUAL TOTAL RETURNS as of Dec. 31, 2015


	1 Year		5 Years		10 Years
Rainier Large Cap Equity Fund
Return before taxes – Institutional Shares		1.08%		9.95%		6.03%
Return after taxes on distributions – Institutional Shares		-3.40%		6.40%		4.00%
Return after taxes on distributions and sale of fund shares – Institutional Shares		4.29%		7.38%		4.59%
Return before taxes – Original Shares		0.77%		9.64%		5.75%
S&P 500 Index^® (reflects no deduction for fees, expenses or taxes)		1.38%		12.57%		7.31%
Russell 1000^® Growth Index (reflects no deduction for fees, expenses or taxes)		5.67%		13.53%		8.53%

The “Return After Taxes on Distributions” shows the effect of taxable distributions (dividends and capital gains distributions), but assumes that you still hold Fund shares at the end of the period. The “Return After Taxes on Distributions and Sale of Fund Shares” shows the effect of both taxable distributions and any taxable gain or loss that would be realized if a Fund’s shares were sold at the end of the specified period. The “Return After Taxes on Distributions and Sale of Fund Shares” is higher than other return figures when a capital loss occurs upon the redemption of Fund shares.

After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

INVESTMENT ADVISER

Rainier Investment Management, LLC (“Rainier”)

PORTFOLIO MANAGERS

The Fund is team-managed by the Portfolio Managers listed below:


Name	Title	Managed the Fund Since
Mark H. Dawson, CFA	Chief Investment Officer	1996
Michael Emery, CFA	Senior Equity Portfolio Manager	2008

PURCHASE AND SALE OF FUND SHARES

You may purchase, exchange or redeem Fund shares on any day the New York Stock Exchange (“NYSE”) is open for regular session trading by written request via mail (Rainier Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701 for regular mail, or 615 East Michigan Street, 3^rd Floor, Milwaukee, WI 53202 for overnight service), by telephone at 1-800-248-6314 or through a financial intermediary. You may also purchase or redeem Fund shares by wire transfer. The minimum initial investment amounts and subsequent minimum

investment amounts for the Fund are shown below:


Class and Type of Account	Minimum Initial Investment	Subsequent Minimum Investment
Original Shares	$2,500	$250
Institutional Shares	$100,000	$1,000

TAX INFORMATION

The Fund’s distributions are taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Tax-deferred accounts may be taxed later upon withdrawal from those accounts.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares of the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and shareholder services. These payments may create a conflict of interest by influencing the intermediary or your financial adviser to recommend the Fund over another investment. Ask your financial adviser or visit your intermediary’s website for more information.

INVESTMENT OBJECTIVE

The Rainier Mid Cap Equity Fund (the “Mid Cap Equity Fund” or “Fund”) seeks to maximize long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


	Institutional		Original
Shareholder Fees
(fees paid directly from your investment)		None		None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.85%		0.85%
Distribution and Service (12b-1) Fees		0.00%		0.25%
Other Expenses		0.28%		0.27%
Total Annual Fund Operating Expenses		1.13%		1.37%
Fee Waiver and/or Expense Reimbursement⁽¹⁾		-0.03%		-0.02%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.10%		1.35%

⁽¹⁾Rainier has contractually agreed to reduce its fees and/or pay Fund expenses in order to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for shares of the Fund to 1.10% and 1.35% of the Fund’s average net assets of its Institutional and Original Shares, respectively (the “Expense Caps”). This obligation excludes acquired fund fees and expenses, loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation, and other expenses not incurred in the ordinary course of the Fund’s business. The Expense Caps will remain in effect until at least July 31, 2017. Rainier may request recoupment of previously

waived fees and paid expenses from the Fund for three years from the date they were waived or paid, subject to the Expense Caps. The Expense Caps may not be changed by Rainier during that period without prior approval of the Board of Trustees. The obligation may be terminated at any time by the Board of Trustees upon written notice to Rainier and will terminate if the Management Agreement is terminated.

EXAMPLE

This example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual expense limitation for the first year only). Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year			3 Years			5 Years			10 Years
Institutional		$	112		$	356		$	619		$	1,372
Original		$	137		$	432		$	748		$	1,645

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

In pursuing its objective, the Fund normally invests at least 80% of its net assets, plus any

borrowings for investment purposes, in the common stock of mid-capitalization companies traded in the United States. Rainier considers a mid-capitalization company as one with market capitalization, at the time of purchase, within the range of companies included in the Russell Midcap^® Index. The market capitalization of companies in which the Fund may invest may vary with market conditions. As of May 29, 2016, the market capitalization range of companies included in the Russell Midcap Index was $391 million to $52.4 billion. Investments in companies that grow above these maximum capitalization criteria may continue to be held if Rainier considers them to be particularly attractive. The Fund will normally invest in approximately 75 to 125 companies. Although the Fund does not expect to maintain significant positions in such securities on a normal basis, it may invest up to 25% of its assets in foreign securities, with limited investments in emerging markets. 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, Rainier intends to invest only in U.S. dollar denominated securities of foreign issuers or American Depositary Receipts (“ADRs”). The Fund may invest to a limited extent in initial public offerings (“IPOs”) and exchange-traded funds (“ETFs”).

economic sector weightings to a broad index of medium-size companies, such as the Russell Midcap^® Index, and normally avoids extreme overweighting or underweighting relative to that index. Rainier considers the sale of a specific common stock when fundamentals deteriorate, when the stock reaches or surpasses its price target or when better opportunities are perceived in alternative stocks.

PRINCIPAL INVESTMENT RISKS

Because the Fund invests in securities that normally experience daily price changes, there is the risk that an investor could lose money. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The following risks could affect the value of your investment:

•

Equities Risk – Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value.

•

company with more modest growth expectations.

•

Mid-Cap Company Risk – Investments in securities of mid-cap companies may involve greater risk of loss than investing in larger, more established companies. Mid-cap companies may have limited product lines, markets or financial resources and less seasoned management teams and may trade less frequently and at a lower volume than more widely held securities. The prices of mid-cap companies’ stock tend to fluctuate in value more than those of larger capitalization stocks.

•

Foreign Securities Risk – Foreign securities (including securities of issuers in emerging markets) may involve additional risks, including political and economic instability, differences in financial reporting, accounting, auditing and legal standards, nationalization, expropriation or confiscatory taxation, less publicly available information, currency rate fluctuations, less or more strict regulation of securities markets and markets having less liquidity and more volatility than domestic markets.

•

values of the investments they hold. Fund assets invested in ETFs and other mutual funds incur another layer of expenses, including operating costs and advisory fees that you indirectly bear as a shareholder in the Fund.

•

Portfolio Turnover Risk – High portfolio turnover involves correspondingly greater expenses to the Fund, including brokerage commissions and dealer mark-ups and other transaction costs. This may also result in adverse tax consequences for shareholders.

PERFORMANCE

The following performance information provides some indication of the risks of investing in the Fund. The bar chart below illustrates how the Fund’s total returns have varied from year to year. The table below compares the Fund’s average annual total returns for the 1-year, 5-year and 10-year periods with a domestic broad-based market index and with a secondary domestic growth style market index. The Fund’s performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on Rainier’s website at www.rainierfunds.com.

RAINIER MID CAP EQUITY FUND – INSTITUTIONAL SHARES

CALENDAR-YEAR TOTAL RETURNS (%)

LOGO

The year-to-date total return as of June 30, 2016 for the Fund was -2.90%.


Best Quarter:	+18.38%	(third quarter, 2009)
Worst Quarter:	-30.81%	(fourth quarter, 2008)

AVERAGE ANNUAL TOTAL RETURNS as of Dec. 31, 2015


	1 Year	5 Years	10 Years
Rainier Mid Cap Equity Fund
Return before taxes – Institutional Shares	0.14%	9.46%	8.31%
Return after taxes on distributions – Institutional Shares	-2.35%	7.66%	7.31%
Return after taxes on distributions and sale of fund shares – Institutional Shares	2.13%	7.14%	6.57%
Return before taxes – Original Shares	-0.13%	9.16%	8.03%
Russell Midcap^® Index (reflects no deduction for fees, expenses or taxes)	-2.44%	11.44%	8.00%
Russell Midcap^® Growth Index (reflects no deduction for fees, expenses or taxes)	-0.20%	11.54%	8.16%

INVESTMENT ADVISER

Rainier Investment Management, LLC (“Rainier”)

PORTFOLIO MANAGERS

The Fund is team-managed by the Portfolio Managers listed below:


Name	Title	Managed the Fund Since
James R. Margard, CFA	Senior Equity Portfolio Manager	Inception (2005)
Mark W. Broughton, CFA	Senior Equity Portfolio Manager	Inception (2005)
Stacie L. Cowell, CFA	Senior Equity Portfolio Manager	2006
Andrea L. Durbin, CFA	Senior Equity Portfolio Manager	2007

PURCHASE AND SALE OF FUND SHARES

telephone at 1-800-248-6314 or through a financial intermediary. You may also purchase or redeem Fund shares by wire transfer. The minimum initial investment amounts and subsequent minimum investment amounts for the Fund are shown below:


Class and Type of Account	Minimum Initial Investment	Subsequent Minimum Investment
Original Shares	$2,500	$250
Institutional Shares	$100,000	$1,000

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

INVESTMENT OBJECTIVE

The Rainier Small/Mid Cap Equity Fund (the “Small/Mid Cap Equity Fund” or “Fund”) seeks to maximize long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


	Institutional		Original
Shareholder Fees
(fees paid directly from your investment)		None		None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.85%		0.85%
Distribution and Service (12b-1) Fees		0.00%		0.25%
Other Expenses		0.15%		0.23%
Total Annual Fund Operating Expenses		1.00%		1.33%

EXAMPLE

This example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year			3 Years			5 Years			10 Years
Institutional		$	102		$	318		$	552		$	1,225
Original		$	135		$	421		$	729		$	1,601

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES

In pursuing its objective, the Fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in the common stock of small- and mid-capitalization companies traded in the United States. The Fund will invest in approximately 75 to 150 companies. Rainier defines small- and mid-cap companies as companies that are members of, or fall within, the capitalization range inclusive of the Russell 2000^® Index, which was $12 million to $5.9 billion as of May 29, 2016, and the Russell Midcap^® Index, which was $391 million to $52.4 billion as of May 29, 2016. Investments in companies that grow above these maximum capitalization criteria may continue to be held if Rainier considers them to be particularly attractive. Although the Fund does not expect to maintain significant positions in such securities on a normal basis, it may invest up to 25% of its assets in foreign securities, with limited investments in emerging markets. 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, Rainier intends to invest only in

U.S. dollar denominated securities of foreign issuers or American Depositary Receipts (“ADRs”). The Fund may invest to a limited extent in initial public offerings (“IPOs”) and exchange-traded funds (“ETFs”).

Rainier refers to its stock selection philosophy as Growth at a Reasonable Price (“GARP”). Stock selection focuses on companies that Rainier believes likely to demonstrate superior earnings growth relative to their peers and have equities selling at attractive relative valuations. The Fund is diversified over a broad cross-section of economic sectors and industries. To help control risk, Rainier compares the Fund’s economic sector weightings to a broad index of small- and medium-size companies, such as the Russell 2500™ Index, and normally avoids extreme overweighting or underweighting relative to that Index. Rainier considers the sale of a specific common stock when fundamentals deteriorate, when the stock reaches or surpasses its price target or when better opportunities are perceived in alternative stocks.

PRINCIPAL INVESTMENT RISKS

•

Equities Risk – Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value.

•

Small- and Mid-Cap Company Risk – Investments in securities of small- and mid-cap companies may involve greater risk of loss than investing in larger, more established companies. Small- and mid-cap companies may have limited product lines, markets or financial resources and less seasoned management teams and may trade less frequently and at a lower volume than more widely held securities. The prices of small- and mid-cap companies’ stock tend to fluctuate in value more than those of larger capitalization stocks.

•

PERFORMANCE

on Rainier’s website at www.rainierfunds.com.

RAINIER SMALL/MID CAP EQUITY FUND – INSTITUTIONAL SHARES

CALENDAR-YEAR TOTAL RETURNS (%)

LOGO

The year-to-date total return as of June 30, 2016 for the Fund was -4.01%.


Best Quarter:	+18.59%	(third quarter, 2009)
Worst Quarter:	-32.26%	(fourth quarter, 2008)

AVERAGE ANNUAL TOTAL RETURNS as of Dec. 31, 2015


	1 Year	5 Years	10 Years
Rainier Small/Mid Cap Equity Fund
Return before taxes – Institutional Shares	1.44%	9.70%	6.39%
Return after taxes on distributions – Institutional Shares	-1.53%	8.22%	5.35%
Return after taxes on distributions and sale of fund shares – Institutional Shares	3.28%	7.65%	5.11%
Return before taxes – Original Shares	1.13%	9.38%	6.11%
Russell 2500™ Index (reflects no deduction for fees, expenses or taxes)	-2.90%	10.32%	7.56%
Russell 2500™ Growth Index (reflects no deduction for fees, expenses or taxes)	-0.19%	11.43%	8.49%

INVESTMENT ADVISER

Rainier Investment Management, LLC (“Rainier”)

PORTFOLIO MANAGERS

The Fund is team-managed by the Portfolio Managers listed below:


Name	Title	Managed the Fund Since
James R. Margard, CFA	Senior Equity Portfolio Manager	Inception (1994)
Mark W. Broughton, CFA	Senior Equity Portfolio Manager	2002
Stacie L. Cowell, CFA	Senior Equity Portfolio Manager	2006
Andrea L. Durbin, CFA	Senior Equity Portfolio Manager	2007

PURCHASE AND SALE OF FUND SHARES

The Fund has been closed to new shareholder accounts since March 31, 2006 with limited exceptions. Eligible investors may purchase, exchange or redeem Fund shares on any day the New York Stock Exchange (“NYSE”) is open for regular session trading by written request via mail (Rainier Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701 for regular mail, or 615 East

Michigan Street, 3rd Floor, Milwaukee, WI 53202 for overnight service), by telephone at 1-800-248-6314 or through a financial intermediary. You may also purchase or redeem Fund shares by wire transfer. The minimum initial investment amounts and subsequent minimum investment amounts for the Fund are shown below:


Class and Type of Account	Minimum Initial Investment	Subsequent Minimum Investment
Original Shares	$2,500	$250
Institutional Shares	$100,000	$1,000

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

INVESTMENT OBJECTIVE

The MN Rainier Intermediate Fixed Income Fund (the “Intermediate Fixed Income Fund” or “Fund”) seeks to provide investors with current income.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund.


	Institutional		Original
Shareholder Fees
(fees paid directly from your investment)		None		None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management Fees⁽¹⁾		0.50%		0.50%
Distribution and Service (12b-1) Fees		0.00%		0.10%
Other Expenses		0.21%		0.21%
Total Annual Fund Operating Expenses		0.71%		0.81%
Fee Waiver and/or Expense Reimbursement⁽²⁾		-0.26%		-0.26%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.45%		0.55%

⁽¹⁾MNA has contractually agreed to pay Rainier 0.05% for the services they provide to the Fund (i.e., oversight of Fund service providers, reviewing fund filings liaising with Fund Trustees, etc.).

⁽²⁾MNA has contractually agreed to reduce its fees and/or pay Fund expenses in order to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for shares of the Fund to 0.45% and 0.55% of the Fund’s average net assets of its Institutional and Original Shares, respectively (the “Expense Caps”). This obligation excludes acquired fund fees and expenses, loads, taxes, interest, brokerage commissions, expenses

incurred in connection with any merger or reorganization or extraordinary expenses such as litigation, and other expenses not incurred in the ordinary course of the Fund’s business. The Expense Cap will remain in effect until at least July 31, 2017. MNA may request recoupment of previously waived fees and paid expenses from the Fund for three years from the date they were waived or paid, subject to the Expense Cap. This Expense Cap may not be changed by MNA during that period without prior approval of the Board of Trustees. The obligation may be terminated at any time by the Board of Trustees upon written notice to MNA and will terminate if the Management Agreement is terminated.

EXAMPLE


	1 Year			3 Years			5 Years			10 Years
Institutional		$	46		$	201		$	369		$	858
Original		$	56		$	233		$	424		$	977

PORTFOLIO TURNOVER

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 100.93% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

In pursuing its objective, the Fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in a diversified portfolio of debt securities (including convertible bonds). Most of the Fund’s investments are corporate debt securities and debt securities issued or guaranteed by the U.S. government, or its agencies. A portion of the Fund’s investments may also include mortgage-related securities (representing interests in pools of mortgage loans), asset-backed securities (representing interests in other types of loans, such as those on motor vehicles or credit cards), and inflation protected securities. The Fund will invest in debt securities that are not U.S. government or agency securities only if they are rated at least investment-grade quality (or are deemed to be of equivalent quality by MNA) at the time of investment. Although the Fund does not expect to maintain significant positions in such securities on a normal basis, the Fund may invest up to 25% of its assets in foreign debt securities. These include U.S. dollar denominated securities of foreign issuers. The Fund may invest in exchange-traded funds (“ETFs”).

Investment-grade debt securities are generally considered to be those rated Baa³ or better by Moody’s Investor Services, Inc. (“Moody’s”) or BBB- or better by Standard & Poor’s Ratings Group (“S&P”) or Fitch Ratings (“Fitch”). Securities that are rated Baa³ by Moody’s or BBB- by S&P or Fitch, 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. MNA intends to limit investment in securities rated Baa³ by Moody’s or BBB- by S&P or Fitch to no more than 30% of the Fund’s total assets.

The Fund may purchase bonds of any maturity, but the Fund will normally have a dollar-weighted average maturity between three and ten years. The average maturity may be less than three years if MNA believes a temporary defensive posture is appropriate. MNA plans to manage the Fund as a moderate duration portfolio. To MNA, “moderate duration” denotes a portfolio within a range on average of ±25% of the duration of the Barclays Capital U.S. Intermediate Government/Credit Bond Index (“Barclays Capital Index”). For example, as of March 31, 2016, the average duration of the Barclays Capital Index was approximately 4.0 years; the Fund’s average duration would have been between 3.0 and 5.0 years. Duration is a measure of interest rate risk using the expected life of a debt security. Duration incorporates a bond’s yield, coupon interest payments, final maturity, call and put features and prepayment exposure into one measure, with a higher duration indicating greater sensitivity to interest rates. MNA may sell a debt security if the security has been downgraded or when it is swapped for a more attractive security.

PRINCIPAL INVESTMENT RISKS

•

Debt Securities Risk – Bond funds, such as the Fund, are subject to various risks related to debt securities, as follows:

•

Interest rate risk is the potential for a decline in bond prices from rising interest

rates. In general, bond prices vary inversely with interest rates. The change in a bond’s price depends on several factors, including the bond’s maturity date. The degree to which a bond’s price will change as a result of changes in interest rates is measured by its “duration.” For example, the price of a bond with a 5 year duration would be expected under normal market conditions to decrease 5% for every 1% increase in interest rates. Generally, bonds with longer maturities have a greater duration and thus are subject to greater price volatility from changes in interest rates. Many experts believe that it is likely that there will be less governmental action in the near future to maintain low interest rates. The negative impact on fixed income securities from resulting rate increases for that and other reasons could be swift and significant.

•

Credit risk refers to the likelihood that an issuer will default on the payment of principal and/or interest on a security.

•

Prepayment risk arises when interest rates fall because certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.

•

Management Risk – Like all managed funds, there is a risk that Rainier’s strategy for managing the Fund may not achieve the desired results or may be less effective than

other strategies in a particular market environment.

•

Mortgage- and asset-backed securities risks – The Fund’s investments in mortgage-backed and asset-backed securities may subject it to the following additional risks:

•

Mortgage-backed securities are affected by, among other things, interest rate changes and the possibility of prepayment of the underlying mortgage loans. Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to meet their obligations.

•

Payment of principal and interest on asset-backed securities is dependent largely on the cash flows generated by the assets backing the securities, and asset-backed securities may not have the benefit of an effective security interest in the related assets.

•

Government Sponsored Entities Risk – Securities issued or guaranteed by government-sponsored entities may not be guaranteed or insured by the United States Government, and may only be supported by the credit of the issuing agency.

•

Inflation protected security risk – The value of inflation protected fixed income securities, including Treasury Inflation Protected Securities (TIPS), generally will fluctuate in response to changes in “real” interest rates, generally decreasing when real interest rates rise and increasing when real interest rates fall. Real interest rates represent nominal (or stated) interest rates reduced by the expected impact of inflation. In addition, interest payments on inflation-indexed securities will generally vary up or down along with the rate of inflation.

•

Liquidity Risk – Although the Fund does not expect normally to invest in illiquid securities, the risk remains that there may be no willing buyer of the Fund’s portfolio securities and the Fund may have to sell those securities at a lower price or may not be able to sell the securities at all, each of which would have a negative effect on performance. Over recent years, there has been a dramatic decline in the ability of dealers to make markets, which can further constrain liquidity and increase the volatility of portfolio valuations. High levels of redemptions in bond funds in response to market conditions could cause greater losses as a result.

•

Foreign Securities Risk – Foreign securities involve additional risks, including political and economic instability, differences in financial reporting, accounting, auditing and legal standards, nationalization, expropriation or confiscatory taxation, less publicly available information, currency rate fluctuations, less or more strict regulation of securities markets and markets having less liquidity and more volatility than domestic markets.

•

Portfolio Turnover Risk – High portfolio turnover involves correspondingly greater expenses to the Fund, including dealer mark-ups and other transaction costs. This

may result in adverse tax consequences for shareholders.

PERFORMANCE

The following performance information provides some indication of the risks of investing in the Fund. The bar chart below illustrates how the Fund’s total returns have varied from year to year. The table below compares the Fund’s average annual total returns for the 1-year, 5-year and 10-year periods with a domestic broad-based market index and with a secondary domestic treasury bill index. The Fund’s performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on Rainier’s website at www.rainierfunds.com.

MN RAINIER INTERMEDIATE FIXED INCOME FUND – INSTITUTIONAL SHARES

CALENDAR-YEAR TOTAL RETURNS (%)

LOGO

The year-to-date total return as of June 30, 2016 for the Fund was 3.39%.


Best Quarter:	+4.32%	(fourth quarter, 2008)
Worst Quarter:	-2.69%	(third quarter, 2008)

AVERAGE ANNUAL TOTAL RETURNS as of Dec. 31, 2015


	1 Year	5 Years	10 Years
MN Rainier Intermediate Fixed Income Fund⁽¹⁾
Return before taxes –Institutional Shares	0.98%	2.62%	4.10%
Return after taxes on distributions –Institutional Shares	-0.24%	1.38%	2.74%
Return after taxes on distributions and sale of fund shares – Institutional Shares	0.72%	1.59%	2.70%
Return before taxes – Original Shares⁽²⁾⁽³⁾	0.90%	2.52%	4.00%
Barclays Capital U.S. Intermediate Gov’t/Credit Bond Index (reflects no deduction for fees, expenses or taxes)	1.07%	2.58%	4.04%
Citigroup 3-month Treasury Bill Index (reflects no deduction for fees, expenses or taxes)	0.03%	0.05%	1.17%

⁽¹⁾Rainier served as the investment adviser for the Fund until April 15, 2016. MNA has served as the investment adviser for the Fund since April 18, 2016.

⁽²⁾Institutional Shares commenced operations on February 2, 2015. Original Shares commenced operations on May 10, 1994.

⁽³⁾Performance of Institutional Shares for the period prior to the commencement of operations is based on the performance of the Original Shares adjusted for the Institutional Shares expenses.

INVESTMENT ADVISER

Manning & Napier Advisors, LLC (“MNA”)

PORTFOLIO MANAGERS

The Fund is team-managed by the Portfolio Managers listed below:


Name	Title	Managed the Fund Since
Marc Bushallow, CFA	Managing Director of Fixed Income	2016
R. Keith Harwood	Director of Credit Research	2016

PURCHASE AND SALE OF FUND SHARES

You may purchase, exchange or redeem Fund shares on any day the New York Stock

Exchange (“NYSE”) is open for regular session trading by written request via mail (Rainier Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701 for regular mail, or 615 East Michigan Street, 3rd Floor, Milwaukee, WI 53202 for overnight service), by telephone at 1-800-248-6314 or through a financial intermediary. You may also purchase or redeem Fund shares by wire transfer. The minimum initial investment amounts and subsequent minimum investment amounts for the Fund are shown below:


Class and Type of Account	Minimum Initial Investment	Subsequent Minimum Investment
Original Shares	$2,500	$250
Institutional Shares	$100,000	$1,000

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

INVESTMENT OBJECTIVE

The Rainier International Discovery Fund (the “International Discovery Fund” or “Fund”) seeks long-term capital appreciation.

FEES AND EXPENSES OF THE FUND

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you or your family invest, or agree to invest in the future, at least $25,000 in the Rainier Funds. More information about these and other discounts is available from your financial professional and in the section titled “Description of Share Classes” in the Prospectus and “Additional Purchase and Redemption Information” in the Fund’s Statement of Additional Information.


	Institutional		Class A
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		None		5.75%
Maximum Deferred Sales Charge (Load)		None		None	*
Maximum Sales Charge (Load) on Reinvested Dividends		None		None
Redemption or Exchange Fee		None		None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management Fees		1.00%		1.00%
Distribution and Service (12b-1) Fees		none		0.25%
Other Expenses		0.31%		0.39%
Acquired Fund Fees and Expenses⁽¹⁾		0.01%		0.01%
Total Annual Fund Operating Expenses		1.32%		1.65%
Fee Reduction and/or Expense Reimbursement⁽²⁾		-0.06%		-0.14%
Total Annual Fund Operating Expenses After Fee Reduction and/or Expense Reimbursement		1.26%		1.51%

*If no initial sales charge is assessed in certain circumstances, such as on a purchase of $1 million or more, a contingent deferred sales charge of 1.00% of the lesser of the initial offering price of the shares redeemed or the amount redeemed within one year of purchase may be assessed.

⁽¹⁾The Total Annual Fund Operating Expenses do not correlate to the Ratio of Expenses to Average Net Assets provided in the Financial Highlights section of

the statutory Prospectus, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.

⁽²⁾Rainier has contractually agreed to reduce its fees and/or pay Fund expenses in order to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement for shares of the Fund to 1.50% and 1.25% of the Fund’s average net assets of its Class A Shares and Institutional Shares, respectively (the “Expense Caps”). This obligation excludes acquired fund fees and expenses, loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization or extraordinary expenses such as litigation, and other expenses not incurred in the ordinary course of the Fund’s business. The Expense Caps will remain in effect until at least July 31, 2017. Rainier may request recoupment of previously waived fees and paid expenses from the Fund for three years from the date they were waived or paid, subject to the Expense Caps. The Expense Caps may not be changed by Rainier during the period without prior approval of the Board of Trustees. The obligation may be terminated at any time by the Board of Trustees upon written notice to Rainier and will terminate if the Management Agreement is terminated.

EXAMPLE

This example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual expense limitation for the first year only). Although your actual cost may be higher or lower, based on these assumptions your costs would be:


	1 Year			3 Years			5 Years			10 Years
Institutional		$	128		$	412		$	718		$	1,585
Class A		$	720		$	1,053		$	1,408		$	2,406

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells

securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s turnover rate was 93.28% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal conditions, the Fund will invest primarily in equity securities of companies that are small- to mid-sized at the time of purchase, and are located in foreign developed countries and emerging market countries and have strong earnings prospects relative to their peers and attractive overall business fundamentals. The portfolio manager selects stocks of companies he believes will increase in value over time and makes investment decisions based primarily on an analysis of individual companies, rather than on broad economic forecasts. The portfolio manager believes that, over the long term, stock price movements follow growth in earnings, revenues and/or cash flow. In normal market conditions, the Fund’s portfolio will primarily consist of securities of companies whose earnings or revenues are not only growing, but growing at an accelerating pace.

warrants, convertible bonds, and rights. In addition, the Fund may also invest in the initial public offerings (“IPOs”) of small-cap companies, real estate investment trusts (“REITs”) and similar types of investments outside of the United States, participatory notes and exchange-traded funds (“ETFs”). Participatory notes allow investors, such as the Fund, to invest indirectly in foreign securities without registering in those foreign markets where the country requires registration to make any direct investment in securities. The Fund will generally not invest more than 25% of its net assets in participatory notes at the time of purchase.

The Fund will invest primarily in foreign securities, including American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), International Depositary Receipts (“IDRs”), U.S. dollar-denominated foreign securities and direct foreign securities (purchased on foreign exchanges). Depositary receipts are negotiable, bank-issued certificates representing ownership of stock securities by an investor outside the country of origin. The Fund is not required to invest a specified portion of its net assets in any particular geographic region or any particular industry or sector, but will typically invest in at least three foreign countries at any time. The Fund will generally not invest more than 50% of its net assets in issuers located in emerging markets.

The Fund is diversified and will generally hold between 60 and 120 securities. The Fund may sell a security if it achieves the valuation target, when the underlying fundamentals deteriorate as compared to the portfolio manager’s expectations, or when it is replaced with a more attractive security.

In addition, up to 10% of the Fund’s net assets may be held in cash or cash equivalents at Rainier’s discretion.

PRINCIPAL INVESTMENT RISKS

•

Foreign Securities and Emerging Markets Risks – Investing in foreign securities and securities of companies located in emerging market countries involve additional risks as compared to investing in U.S. securities, including risks related to political and economic instability, differences in financial reporting, accounting, auditing and legal standards, nationalization, expropriation or confiscatory taxation, less publicly available information, currency- exchange rate fluctuations, less or more strict regulation of securities markets, markets having less liquidity, more volatility than domestic markets, higher transaction costs, and delays in settling securities transactions. Investing in securities of companies located in emerging market countries may involve even greater risk and volatility than investing in more developed foreign markets because of, among other things, smaller securities markets, higher transaction costs, and fixed or managed currencies.

•

Market Risk – The securities markets may decline or companies represented in the Fund may weaken or otherwise not meet market expectations. The securities markets may be subject to significant volatility, which may increase the risks associated with an investment in the Fund. In a public referendum referred to as Brexit, the United Kingdom voted to leave the European Union. As a result of and

based on the pronouncements of the UK government, it is probable that negotiations will take place to determine the terms of the United Kingdom’s departure from, and of its new political and economic relationship with, the EU. This could lead to a period of significant uncertainty and increased volatility in both U.S. and global securities and currency markets.

•

Management Risk – Like all managed funds, there is risk that Rainier’s strategy for managing the Fund may not achieve the desired results or may be less effective than other strategies in a particular market environment.

•

Equities Risk – Equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value.

•

IPO Risk – IPO share prices can be volatile and fluctuate considerably due to factors

such as the absence of a prior public market, unseasoned trading, a limited number of shares available for trading, and limited operating history and/or information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. When the Fund’s asset base is small, investment in IPO shares could have a magnified impact on the performance of the Fund.

•

Participatory Notes Risk – Investments in participatory notes involve risks normally associated with a direct investment in the underlying securities. In addition, participatory notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the participatory notes will not fulfill its contractual obligations under the notes.

•

Real Estate Securities Risk – The value of real estate securities investments can be negatively affected by economic downturns or by changes in real estate values, rents, property taxes, interest rates, tax treatment, regulations, or the legal structure of the entity.

•

Portfolio Turnover Risk – High portfolio turnover involves correspondingly greater expenses to the Fund, including brokerage commissions and dealer mark-ups and

other transaction costs. This may also result in adverse tax consequences for shareholders.

PERFORMANCE

The following performance information provides some indication of the risks of investing in the Fund. The bar chart below illustrates how the Fund’s total returns have varied from year to year. The table below illustrates how the Fund’s average annual total returns for the 1-year and since inception periods compare with an international market index. The Fund’s performance before and after taxes is not necessarily an indication of how the Fund will perform in the future. Updated performance is available on Rainier’s website at www.rainierfunds.com.

RAINIER INTERNATIONAL DISCOVERY FUND – INSTITUTIONAL SHARES

CALENDAR-YEAR TOTAL RETURNS (%)

LOGO

The year-to-date total return as of June 30, 2016 for the Rainier International Discovery Fund Institutional Shares was -1.84%.


Best Quarter:	+13.17%	(first quarter, 2013)
Worst Quarter:	- 6.32%	(third quarter, 2014)

AVERAGE ANNUAL TOTAL RETURNS as of Dec. 31, 2015


	1 Year	Since Inception⁽¹⁾
Rainier International Discovery Fund
Return before taxes – Institutional Shares	15.94%	16.21%
Return after taxes on distributions – Institutional Shares	15.93%	15.77%
Return after taxes on distributions and sale of fund shares – Institutional Shares	9.03%	12.93%
Return before taxes – Class A Shares⁽²⁾	15.70%	15.96%
MSCI AC World ex US Small Cap Index (reflects no deduction for fees, expenses or taxes)	2.60%	5.51%

⁽¹⁾Institutional Shares commenced operations on March 28, 2012. Class A Shares commenced operations on November 30, 2012.

⁽²⁾Performance of Class A Shares for the period prior to the commencement of operations for Class A Shares is based on the performance of the Institutional Shares adjusted for the 12b-1 fee of the Class A Shares.

relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

INVESTMENT ADVISER

Rainier Investment Management, LLC (“Rainier”)

PORTFOLIO MANAGER

The Fund is managed by:


Name	Title	Managed the Fund Since
Henrik Strabo	Portfolio Manager	Inception (2012)

PURCHASE AND SALE OF FUND SHARES

You may purchase, exchange or redeem Fund shares on any day the New York Stock Exchange (“NYSE”) is open for regular session trading by written request via mail (Rainier Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701 for regular mail, or 615 East Michigan Street, 3rd Floor, Milwaukee, WI 53202 for overnight service), by telephone at 1-800-248-6314 or through a financial intermediary. You may also purchase or redeem Fund shares by wire transfer. The minimum initial investment amounts and subsequent minimum investment amounts for the Fund are shown below:


Class and Type of Account	Minimum Initial Investment	Subsequent Minimum Investment
Class A Shares	$2,500	$250
Institutional Shares	$100,000	$1,000

TAX INFORMATION

The Fund’s distributions are taxed as ordinary income or capital gains, unless you are investing through a tax-deferred

arrangement, such as a 401(k) plan or an individual retirement account. Tax-deferred accounts may be taxed later upon withdrawal from those accounts.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

Investment Objectives

Please refer to the summary section for each Fund in the front of this Prospectus for its investment objective.

Investment Strategies

The summary section for each Fund includes a description of the Fund’s principal investment strategies. Additional information on these strategies is set forth below. For this section only both Rainier and MNA will continue to be individually referred to as Rainier and MNA respectively but when referenced collectively they will be referred to as “Adviser.”

GROWTH AT A REASONABLE PRICE-EQUITY INVESTMENT PHILOSOPHY (ALL FUNDS EXCEPT THE INTERMEDIATE FIXED INCOME FUND)

Rainier refers to its investment philosophy with respect to equity investments by these Funds as Growth at a Reasonable Price (“GARP”). The GARP strategy combines some aspects of both “value” and “growth” investment styles. In selecting common stocks for purchase in the Funds, Rainier emphasizes companies that it believes to be likely to demonstrate superior business fundamentals, such as revenue and earnings growth; sustainable competitive advantage; potential for positive price or business catalysts, including earnings surprise or market expansion; disciplined management with shareholder focus; and attractive relative valuations.

Rainier may consider the sale of specific common stock when fundamentals deteriorate, when a stock reaches or surpasses its price target and/or when better opportunities are perceived in alternative stocks.

DEBT SECURITY SELECTION (INTERMEDIATE FIXED INCOME FUND)

In determining whether or not to invest in a particular debt security, Rainier considers a number of factors, such as the price; coupon; yield to maturity; the credit quality of the issuer; the ratings assigned by Moody’s Investor Services, Inc. (“Moody’s”), Standard & Poor’s Ratings Group (“S&P”) and Fitch Ratings (“Fitch”); the issuer’s cash flow and related coverage ratios; the property, if any, securing the obligation; and terms of the debt instrument, including subordination, risk of default, sinking fund and early redemption provisions. Debt securities may be sold if downgraded or when swapped for a more attractive security.

SHORT-TERM INVESTMENTS (ALL FUNDS)

Cash-equivalent securities, which may be held by any of the Funds, are money market fund shares or high-quality debt obligations maturing in one year or less from the date of purchase. These include U.S. government securities, certificates of deposit, bankers’ acceptances, repurchase agreements, demand notes and commercial paper. Adviser considers obligations that have been rated at least A-1 by S&P or Prime-1 by Moody’s, have an outstanding issue of debt securities rated at least A by S&P or Moody’s, or are of comparable quality to be “high-quality.”

Under normal market conditions, the Funds seek to stay fully invested in stocks and/or bonds (with the exception of a small cash balance for the Funds other than the International Discovery Fund, and investments in short-term instruments by the International Discovery Fund in accordance with its principal investment strategies). However, a Fund may temporarily depart from its principal investment strategies by making short-term investments in cash equivalents, in response

to adverse market, economic or political conditions as well as to address investment in-flows. This may result in the Fund not achieving its investment objective.

PORTFOLIO TURNOVER (ALL FUNDS)

The Funds may be actively traded. Generally, the rate of portfolio turnover will not be a deciding factor in determining whether to sell or hold securities. A high portfolio turnover rate (100% or more) has the potential to result in the realization and distribution to shareholders of higher capital gains. This may mean that there would likely be a higher tax liability. A high portfolio turnover rate also leads to higher transaction costs, which would negatively affect a Fund’s performance. Active trading, however, can also be defensive and actually add to a Fund’s performance if, for example, a fully valued investment is sold before a price decline or in favor of an investment with better appreciation potential.

Investment Risks

The principal risks of investing in the Funds that may adversely affect the value of a Fund’s shares or total return are discussed in each Fund’s “Summary Section.” Additional elements of risk are discussed below.

MARKET RISK (ALL FUNDS)

An investor in a Fund faces the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole.

MANAGEMENT RISK (ALL FUNDS)

Each Fund is subject to management risk because it is highly dependent on Adviser’s

ability to pursue the Fund’s investment objective. Adviser will apply investment techniques, strategies and analyses in making investment decisions for each Fund, but there can be no assurance that these will produce the desired results. Adviser generally does not attempt to time the market and instead tries to stay fully invested under normal circumstances in the relevant asset class. Despite each Fund having one or more benchmarks, a Fund may own securities not included in its benchmark or in different proportions than its benchmark. Each Fund also is dependent on Adviser’s ability to purchase securities and establish weightings that result in better overall performance than the benchmark.

EQUITIES RISK (ALL FUNDS EXCEPT INTERMEDIATE FIXED INCOME FUND)

The values of equity securities, such as common stocks and preferred stocks, and securities convertible into equity securities, such as warrants, and rights, may fluctuate due to changes in general market conditions which are not specifically related to a particular company, such as changes in real or perceived economic conditions, in the general outlook for corporate earnings, in interest or currency rates or in investor sentiment generally. They may also fluctuate due to factors that affect a particular industry or industries or the issuer itself, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities generally have greater price volatility than fixed income securities.

MARKET CAPITALIZATION RISK (ALL FUNDS EXCEPT INTERMEDIATE FIXED INCOME FUND)

Each Fund invests to a varying degree 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. The Large Cap Equity Fund also invests in large capitalization companies, which may have extended cycles where they perform worse than other segments of the market or the market in general.

GROWTH STOCK RISK (ALL FUNDS EXCEPT INTERMEDIATE FIXED INCOME FUND)

Growth stocks are stocks of companies believed to have above-average potential for growth in revenue and earnings. Prices of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth stocks may not perform as well as value stocks or the stock market in general. For example, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks and may be more adversely affected in a down market.

FOREIGN COMPANY AND EMERGING MARKETS RISK (ALL FUNDS)

The Funds may invest in companies that are based, have a substantial portion of their operations or assets, or derive a substantial portion of their revenues outside of the United States. Securities issued by non-U.S. companies and by U.S. companies with substantial foreign operations can involve

risks that differ from or are in addition to the risks of issuers located and doing business solely in the United States. Investments in non-U.S. companies may be more volatile and potentially less liquid than investments in U.S. companies. In addition, foreign currencies fluctuate in value in comparison to the U.S. dollar, and foreign economies and political conditions can potentially be less stable than those in the United States.

The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of foreign securities are subject to different regulatory regimes and may not be able to rely on U.S. regulations for protection. Financial reporting, accounting, auditing and legal standards of foreign countries differ, in some cases significantly, from U.S. standards. Also, nationalization, expropriation or confiscatory taxation, currency blockage, political changes or diplomatic developments could adversely affect a Fund’s investments in foreign securities. In the event of nationalization, expropriation or other confiscation, a Fund could lose its entire investment in issuers located or doing business in that foreign country. To the extent that a Fund invests a significant portion of its net assets in a specific geographic region, the Fund will generally have more exposure to regional economic risks associated with foreign investments. Adverse conditions in a region also can adversely affect securities of issuers located in countries whose economies appear to be unrelated. Often, non-U.S. companies are traded in the United States through ADRs, Global Depositary Receipts (“GDRs”), or International Depositary Receipts (“IDRs”). Investing in ADRs, GDRs, or IDRs presents many of the same risks as investing directly in foreign markets.

Emerging market securities may present market, credit, currency, liquidity, legal, political and other risks different from, and often greater than, the risks of investing in developed foreign countries. Numerous emerging market countries have experienced serious, and frequently continuing, economic and political problems. Securities markets in many emerging market countries are small, expensive to trade and risky. Some emerging markets countries may have fixed or managed currencies that are not free-floating against the U.S. dollar. Further, certain currencies may not be traded internationally. Certain of these currencies have experienced substantial fluctuations or a steady devaluation relative to the U.S. dollar. Any fluctuations or devaluations in the currencies in which a Fund’s portfolio securities are denominated may reduce the value of your investment in the Fund.

DEBT SECURITIES RISK (INTERMEDIATE FIXED INCOME FUND)

The Intermediate Fixed Income Fund invests in debt securities. The market values of debt securities are sensitive to prevailing interest rates. 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.

Interest rate risk is the risk that debt securities will decline in value because of changes in interest rates. As nominal interest rates rise, the value of certain debt securities held by a Fund is likely to decrease. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Debt securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Inflation-indexed bonds,

including Treasury Inflation-Protected Securities, decline in value when real interest rates rise. In certain interest rate environments, such as when real interest rates are rising faster than nominal interest rates, inflation-indexed bonds may experience greater losses than other debt securities with similar durations.

Many experts believe that there will be less governmental action in the near future to maintain low interest rates, or that governmental actions will be less effective in maintaining low interest rates. The negative impact on fixed income securities from the resulting rate increases for that and other reasons could be swift and significant, including falling market values and reduced liquidity. Substantial redemptions from bond and other income funds could worsen that impact. Other types of securities also may be adversely affected from an increase in interest rates.

Variable and floating rate securities generally are less sensitive to interest rate changes. Floating rate securities will not generally increase in value if interest rates decline. Inverse floating rate securities may also exhibit greater price volatility than a fixed rate obligation with similar credit quality. Demand for variable and floating rate securities could change based on investors’ expectations for future changes in interest rates. When a Fund holds variable or floating rate securities, a decrease (or, in the case of inverse floating rate securities, an increase) in market interest rates will adversely affect the income received from such securities and the net asset value of the Fund’s shares.

Mortgage-related and other asset-backed securities are subject to certain additional risks. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more

sensitive to changes in interest rates. As a result, in a period of rising interest rates, if a Fund holds mortgage-related securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected. This can reduce the returns of a Fund because the Fund may have to reinvest that money at the lower prevailing interest rates. A Fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets.

UNRATED SECURITIES RISK (INTERMEDIATE FIXED INCOME FUND)

The Intermediate Fixed Income Fund may purchase unrated securities which are not rated by a rating agency if MNA determines that the security is of comparable quality to a rated security that the Fund may purchase. Investments in unrated securities do not represent a principal strategy of the Intermediate Fixed Income Fund. Unrated securities may be less liquid than comparable rated securities and involve the risk that MNA may not accurately evaluate the security’s comparative credit rating. To the extent that a Fund purchases unrated securities, the Fund’s success in achieving its investment objective may depend more heavily on MNA’s creditworthiness analysis than if the Fund invested exclusively in rated securities.

LIQUIDITY RISK (ALL FUNDS)

Liquidity risk exists when particular investments are difficult to purchase or sell. A Fund’s holdings of illiquid securities may reduce the returns of the Fund because it

may be unable to sell the illiquid securities at an advantageous time or price. For example, if there are a limited number of buyers for a portfolio security, the Fund may be forced to accept a discount in selling the security if it does so to raise proceeds to satisfy an expected redemption request. Additionally, the market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the conditions of a particular issuer. In such cases, a Fund, due to limitations on investments in illiquid securities and the difficulty in purchasing and selling such securities or instruments, may be unable to achieve its desired level of exposure to a certain sector or issuer. To the extent that a Fund’s principal investment strategies involve foreign (non-U.S.) securities, less frequently traded securities or securities with substantial market and/or credit risk, the Fund will tend to have a greater potential exposure to liquidity risk.

IPO RISK (ALL FUNDS EXCEPT INTERMEDIATE FIXED INCOME FUND)

IPO share prices can be volatile and fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, a limited number of shares available for trading and limited operating history and/or information about the issuer. The purchase of IPO shares may involve high transaction costs. IPO shares are subject to market risk and liquidity risk. The limited number of shares available for trading in some IPOs may also make it more difficult for the Fund to buy or sell significant amounts of those shares without an unfavorable impact on the prevailing prices. In addition, some companies initially offering their shares publicly are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of the companies involved in

new industries may be regarded as developmental stage companies, without revenues or operating income or the near-term prospects of them. Many IPOs are by small-cap companies that are undercapitalized.

When the asset base of a Fund (such as the International Discovery Fund) is small, a significant portion of the Fund’s performance could be attributable to investments in IPO shares, because such investments would have a magnified impact on the Fund’s performance. As a Fund’s assets grow, the effect of the Fund’s investments in IPOs on the Fund’s performance probably will decline, which could reduce the Fund’s performance.

REAL ESTATE SECURITIES RISK (ALL FUNDS EXCEPT INTERMEDIATE FIXED INCOME FUND)

The Funds may invest in REITs and similar real estate type pools. These investments are pooled investment vehicles that invest primarily in either real estate or real estate related loans. The Funds will indirectly bear their proportionate share of any expenses paid by REIT-type investments in which they invest in addition to their own expenses.

Real estate pools involve certain unique risks in addition to those risks associated with investing in the real estate industry in general, such as possible declines in the value of real estate, lack of availability of mortgage funds, or extended vacancies of property. Investments in real estate vehicles are dependent upon their operators’ management skills, may not be diversified, and are subject to heavy cash flow dependency and the risk of default by borrowers. These vehicles may have limited financial resources, may trade less frequently and in a limited volume, and may be subject

to more abrupt or erratic price movements than more widely held securities.

PARTICIPATORY NOTES Risk (INTERNATIONAL DISCOVERY FUND)

The International Discovery Fund may invest in participatory notes. Participatory notes are intended to reflect the performance of the underlying securities on a one-to-one basis so that investors will not normally gain or lose more in absolute terms than they would have made or lost had they invested in the underlying securities directly. However, the performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes involve risks normally associated with a direct investment in the underlying securities. In addition, participatory notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the participatory notes will not fulfill its contractual obligations under the notes. Participatory notes constitute general unsecured, unsubordinated contractual obligations of the banks or broker-dealers that issue them, and the Fund is relying on the creditworthiness of such banks or broker-dealers and has no rights under the participatory notes against the issuers of the securities underlying such participatory notes. There can be no assurance that the trading price or value of participatory notes will equal the value of the securities they seek to replicate.

PORTFOLIO HOLDINGS INFORMATION

A description of the Funds’ policies and procedures regarding disclosure of portfolio holdings can be found in the Funds’ Statement of Additional Information (“SAI”), which can be obtained free of

charge on the Funds’ website at www.rainierfunds.com or by contacting the Funds’ Transfer Agent at 1-800-248-6314.

NOTICE OF POLICY CHANGE

Shareholders will be provided with 60 days’ notice prior to the implementation of a change in a Fund’s policy to invest at least 80% of its assets in certain securities as described above in the Prospectus and as indicated by the Fund’s name.

WHO MAY WISH TO INVEST

The Large Cap Equity Fund, Mid Cap Equity Fund, Small/Mid Cap Equity Fund and International Discovery Fund may be appropriate for investors who are comfortable with above-average risk and can make a long-term investment commitment. The Intermediate Fixed Income Fund may be appropriate for investors who are comfortable with the risks of debt investing and seek current income with greater stability in the value of shares than a long-term debt fund.

Investment Advisers

Rainier Investment Management, LLC (“Rainier”), with origins going back to 1989, generally oversees the Fund’s overall business affairs, service providers and officers. Rainier also serves as the investment adviser to the Rainier Large Cap Equity Fund, Rainier Mid Cap Equity Fund, Rainier Small/Mid Cap Equity Fund, Rainier International Discovery Fund, and up until April 15, 2016 the MN Rainier Intermediate Fixed Income Fund. Rainier’s address is:

601 Union Street, Suite 3525

Seattle, WA 98101

Rainier managed approximately $2.7 billion (as of June 30, 2016) of assets for various clients, including pension plans and mutual funds. Manning & Napier Group, LLC (of which MNA is a subsidiary) is the majority owner of Rainier with certain of Rainier’s employees being minority owners. Subject to the direction and control of the Board of Trustees of the Funds, Rainier formulates and implements an investment program for each Fund other than the Intermediate Fixed Income Fund, which includes determining which securities should be bought and sold. For the fiscal year ended March 31, 2016, after fee reductions and/or expense reimbursements, if any, Rainier received advisory fees computed as a percentage of

each Fund’s average daily net assets as follows:


Fund		Advisory Fees Received As a Percentage of Average Daily Net Assets
Large Cap Equity Fund		0.63%
Mid Cap Equity Fund		0.85%
Small/Mid Cap Equity Fund		0.85%
Intermediate Fixed Income Fund		0.27%
International Discovery Fund		0.92%

Manning & Napier Advisors, LLC (“MNA”), a registered investment adviser with the SEC has served as the investment adviser to the MN Rainier Intermediate Fixed Income Fund since April 18, 2016. MNA’s address is:

290 Woodcliff Drive

Fairport NY, 14450

MNA managed approximately $35.7 billion (as of June 30, 2016) of assets for various clients, including pension plans, separately managed accounts and mutual funds. MNA is owned by Manning & Napier Group, LLC. Subject to the direction and control of the Board of Trustees of the Funds, MNA formulates and implements an investment program for the MN Rainier Intermediate Fixed Income Fund, which includes determining which securities should be bought and sold. For the fiscal year ending March 31, 2016, MNA did not receive any advisory fees for the MN Rainier Intermediate Fixed Income Fund.

A discussion regarding the Board of Trustees’ basis for approving the Funds’ investment advisory agreements with Rainier and MNA is included in the Funds’ Annual Report dated March 31, 2016.

Portfolio Managers

The following investment professionals serve on the Funds’ Portfolio Management Teams, as noted.

Mark W. Broughton, CFA,

Senior Equity Portfolio Manager (Rainer)

Joined Rainier in 2002. Senior Equity Portfolio Manager since 2002. Member of the Mid Cap Equity Fund portfolio management team since 2005 and of the Small/Mid Cap Equity Fund portfolio management team since 2002. Previous positions held in the last five years: Senior Equity Portfolio Manager, 2002 – present. Mr. Broughton is primarily responsible for the day-to-day management of the Mid Cap Equity Fund and the Small/Mid Cap Equity Fund.

Marc Bushallow, CFA,

Managing Director of Fixed Income (MNA)

Joined MNA in 2008. Managing Director of Fixed Income since 2015. Member of the Intermediate Fixed Income Fund portfolio management team since 2016. Previous position held in the last five years: Senior High Yield Analyst, 2008 – 2015. Mr. Bushallow and Mr. Harwood are jointly and primarily responsible for making investment decisions for the Intermediate Fixed Income Fund.

Stacie L. Cowell, CFA,

Senior Equity Portfolio Manager (Rainier)

Joined Rainier in 2006. Senior Equity Portfolio Manager since 2006. Member of the Mid Cap Equity Fund portfolio management team since 2006 and of the Small/Mid Cap Equity Fund portfolio management team since 2006. Previous positions held in the last five years: Senior

Equity Portfolio Manager, 2006 – present. Ms. Cowell is primarily responsible for the day-to-day management of the Mid Cap Equity Fund and the Small/Mid Cap Equity Fund.

Mark H. Dawson, CFA,

Chief Investment Officer (Rainier)

Joined Rainier in 1996. Chief Investment Officer since 2013. Member of the Large Cap Equity Fund portfolio management team since 1996. Previous position held in the last five years: Senior Equity Portfolio Manager, 1996 to 2013. Mr. Dawson currently serves as the lead portfolio strategist for the Large Cap Equity Fund.

Andrea L. Durbin, CFA,

Senior Equity Portfolio Manager (Rainier)

Joined Rainier in 2002. Senior Equity Portfolio Manager since 2007. Member of the Mid Cap Equity Fund portfolio management team since 2007 and of the Small/Mid Cap Equity Fund portfolio management team since 2007. Previous positions held in the last five years: Senior Equity Portfolio Manager since 2007. Ms. Durbin is primarily responsible for the day-to-day management of the Mid Cap Equity Fund and the Small/Mid Cap Equity Fund.

Michael Emery, CFA,

Senior Equity Portfolio Manager (Rainier)

Joined Rainier in 2008. Senior Equity Portfolio Manager since 2008. Member of the Large Cap Equity Fund portfolio management team since 2008. Previous positions held in the last five years: Senior Equity Portfolio Manager since 2008. Mr. Emery is primarily responsible for the day-to-day management of the Large Cap Equity Fund.

R. Keith Harwood,

Director of Credit Research (MNA)

Joined MNA in 1997. Director of Credit Research since 2015. Member of the Intermediate Fixed Income Fund portfolio management team since 2016. Previous position held in the last five years: Senior Corporate Analyst, 1998 – 2015. Mr. Harwood and Mr. Bushallow are jointly and primarily responsible for making investment decisions for the Intermediate Fixed Income Fund.

James R. Margard, CFA,

Senior Equity Portfolio Manager (Rainier)

Joined Rainier in 1985. Senior Equity Portfolio Manager since 1991. Member of the Mid Cap Equity Fund portfolio management team since 2005 and of the Small/Mid Cap Equity Fund portfolio management team since 1994. Previous positions held in the last five years: Chief Investment Officer, 1991 to 2013. Senior Equity Manager since 1991. Mr. Margard is the lead portfolio strategist for the Mid Cap Equity Fund portfolio and the Small/Mid Cap Equity Fund.

Henrik Strabo,

Head of International Investments (Rainier)

Joined Rainier in 2011. Head of International Investments since 2011. Portfolio Manager of the International Discovery Fund since 2011. Previous positions held in the last five years: Managing Director, Global Emerging Markets, Rogge Capital Management 2010 to 2011. Mr. Strabo is primarily responsible for the day-to-day management of the International Discovery Fund.

The SAI provides additional information about the portfolio managers’ method of compensation, other accounts managed by the portfolio managers and the portfolio

managers’ ownership of securities in the Funds.

FUND EXPENSES

The Funds are responsible for paying their own operating expenses. Both Rainier and MNA have agreed in separate Operating Expense Agreements to reduce their respective advisory fee or reimburse the expenses of each applicable Fund to the extent necessary so that its ratio of total operating expenses to average net assets will not exceed the following levels (“Expense Caps”) (excluding acquired fund fees and expenses, loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or acquisition, or extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Fund’s business).


Fund	Expense Caps (Institutional Shares)			Expense Caps (Original Shares and Class A)
Large Cap Equity Fund		1.04	%		1.29	%
Mid Cap Equity Fund		1.10	%		1.35	%
Small/Mid Cap Equity Fund		1.23	%		1.48	%
Intermediate Fixed Income Fund		0.45	%		0.55	%
International Discovery Fund		1.25	%		1.50	%

The agreements continue in effect through July 31, 2017. Any reductions made by either Rainier or MNA in its fees or payments or reimbursement of expenses which are a Fund’s obligation are subject to reimbursement by the Fund within the

following three years, provided the Fund is able to effect such reimbursement and remain in compliance with any applicable expense limitations. These Expense Caps may not be changed or discontinued during the period without prior approval of the Board of Trustees. These obligations may be terminated at any time by the Board of Trustees upon written notice to Rainier or MNA, as applicable, and will terminate with respect to a Fund if the Management Agreement for that Fund is terminated.

In addition, Rainier has contractually agreed to reduce its fees and/or reimburse the Large Cap Equity Fund’s expenses such that the annual rate of ordinary operating expenses with respect to its Institutional Shares and Original Shares is reduced by 0.07% through July 31, 2017. The obligation may be terminated at any time by the Board of Trustees upon written notice to Rainier and will terminate if a Management Agreement is terminated.

The expense information shown in the fees and expenses table for each Fund is based on amounts incurred during the Fund’s most recent fiscal year, expressed as a percentage of average net assets during the fiscal year. A decline in a Fund’s average net assets due to market volatility and other factors could cause the Fund’s expense ratios for its current fiscal year to be higher than the expense information presented, but would not exceed the expense limitation shown.

The Funds make payments to financial intermediaries for certain sub-transfer agency and networking services provided by financial intermediaries in amounts determined by the Funds’ Board of Trustees to represent reasonable amounts for those services. Payment made in excess of the Board of Trustees approved amount that can be paid by the Fund will be borne by Rainier.

These amounts may be in addition to Rule 12b-1 payments made by the Funds to those intermediaries.

Rainier may make cash payments from time to time from its own resources to financial intermediaries in connection with the sale of and for providing the opportunity to distribute shares of the Funds, reimbursement for marketing costs or providing services to shareholders. Those payments, which are sometimes referred to as revenue-sharing arrangements, also may be associated with the status of a Fund in a financial intermediary’s marketing and other support activities. These payments are in addition to any Rule 12b-1 payments that may be made by the Funds to those same intermediaries.

Rule 12b-1 Fees (Original Shares and Class A Shares only)

The Funds have a distribution plan under Rule 12b-1 that allows each Fund to pay distribution fees for the sale and distribution of Original Shares and Class A Shares and for services provided to its shareholders. The plan provides for the payment of a distribution and service fee of up to 0.25% of the Fund’s average daily net assets attributable to Original Shares and Class A Shares, as applicable. The Rule 12b-1 fees payable for the MN Rainier Intermediate Fixed Income Fund are currently limited to 0.10% of the Fund’s average daily net assets. The fee is paid as reimbursement for, or in anticipation of, expenses incurred by third parties for distribution-related and shareholder servicing activities. Third party distribution and servicing expenses may be paid directly by the Funds or through Rainier in its administrative role for purposes of facilitating and monitoring payment under the Plan. Rainier may also retain a portion of these fees to reimburse

The Funds offer multiple classes of shares to eligible investors. While each class invests in the same portfolio of securities, the classes have separate expense structures and shareholder privileges. The difference in the fee structures among the classes is the result of their separate arrangements for shareholder and distribution services and not the result of any difference in amounts charged by Rainier or MNA, as applicable, for investment advisory services.

The following table lists the key features of the Funds’ classes.


	ORIGINAL	INSTITUTIONAL	CLASS A
Minimum Initial Investment	$2,500	$100,000	$2,500
Subsequent Minimum Investment	$250	$1,000	$250
Waiver/ Reduction of Investment Minimum	May be waived or lowered by the Funds	May be waived or lowered by the Funds.	May be waived or lowered by the Fund
Initial Sales Charge	None	None	Up to 5.75%
Contingent Deferred Sales Charge	None	None	None*
Ongoing Distribution (12b-1) Fees	Up to 0.25%	None	Up to 0.25%
Conversion Feature	None	None	None

*A charge of 1.00% may be imposed on Class A shares redeemed within one year of purchase by certain investors who did not pay any initial sales charge.

ABOUT ORIGINAL SHARES

Original Shares impose a Rule 12b-1 fee that may be up to 0.25% of average daily net assets. Original Shares do not impose a front-end sales charge (load) or CDSC.

ABOUT INSTITUTIONAL SHARES

Institutional Shares of the Funds do not impose a front-end sales charge (load) or CDSC and do not have any Rule 12b-1 fee.

ABOUT CLASS A SHARES (INTERNATONAL DISCOVERY FUND ONLY)

Sales Charge (Load)

If you purchase Class A Shares of the International Discovery Fund, you will pay an initial sales charge of up to 5.75% when you invest unless you qualify for a reduction or waiver of the sales charge. The sales charge you pay each time you purchase Class A Shares differs depending on the amount you invest and may be reduced or eliminated for larger purchases, as indicated below. The “offering price” you pay for Class A Shares of the Fund includes any applicable front-end sales charge, which is deducted directly from your investment. It is your responsibility to provide adequate documentation of your eligibility for a reduction or waiver of the sales charge in order to receive it.

Redemptions of shares purchased without the imposition of an initial sales charge will be assessed a contingent deferred sales charge if a commission was paid in connection with the purchase of shares and the shares are redeemed within one year of purchase. For example, the charge would apply in connection with redemptions of shares made within one year of purchase pursuant to the sales charge waiver for purchases of $1 million or more of Fund shares if a commission was paid to the intermediary in connection with the purchase. Ask your intermediary or, if you are not working with an intermediary, the Fund’s Transfer Agent, to determine whether a commission was paid in connection with your purchase of shares, and thus whether you may be assessed a contingent deferred sales charge. This charge is based on the lesser of the original purchase

cost or the current market value of the shares being sold, unless you purchase shares through an intermediary that does not have the capability to assess the CDSC in that manner. In that case, the CDSC will be assessed in accordance with the capabilities of your intermediary.

The sales charge for Class A Shares of the International Discovery Fund is calculated as follows:


	Front End Sales Charge as a percentage of Offering Price			Front End Sales Charge as a percentage of the Amount Invested			Dealer Commission as a percentage of Offering Price
Less than $25,000		5.75%			6.10%			5.00%
$25,000 but less than $50,000		5.00%			5.26%			4.25%
$50,000 but less than $100,000		4.50%			4.71%			3.75%
$100,000 but less than $250,000		3.50%			3.63%			2.75%
$250,000 but less than $500,000		2.50%			2.56%			2.00%
$500,000 but less than $750,000		2.00%			2.04%			1.60%
$750,000 but less than $1,000,000		1.50%			1.52%			1.20%
$1 million or more and certain other investments described below		None	*		None	*		1.00%

* A contingent deferred sales charge (“CDSC”) of 1.00% normally will be assessed on the lesser of the original purchase cost or the current market value of the shares being sold on certain redemptions of Class A Shares within one year of purchase.

The sales charge you pay may be higher or lower than the percentages described in the table above due to rounding. This is because the dollar amount of the sales charge is determined by subtracting the net asset value of the shares purchased from the offering price, which is calculated to two decimal places using standard rounding criteria. The impact of rounding may vary with the size of the investment and the net asset value of the shares.

The Distributor will receive all initial sales charges for the purchase of Class A shares of the Fund without a dealer of record and may, at its discretion, offset the compensation owed to the Distributor for its services or pay for marketing expenses approved by the Fund or its delegate with the sales charges or underwriter concessions (the difference between the sales charge and the dealer reallowance) it receives.

Any redemption in circumstances where a contingent deferred sales charge may be payable will be made first from shares where no such charge is payable.

CLASS A SHARE PURCHASES NOT SUBJECT TO INITIAL OR CONTINGENT SALES CHARGES

There are a number of means you can use to seek to reduce or eliminate sales charges, as detailed below. For purposes of these features, your family consists of your spouse – or equivalent if recognized under local law – and your children under the age of 21. Please see the Statement of Additional Information for more information. You may also call your financial representative or contact the Fund at 1-800-248-6314. Information about the Fund’s sales charges also is available free of charge on the Fund’s website at www.rainierfunds.com.

Front End and Contingent Deferred Sales Charge Reductions

The following investors and investments are not subject to an initial sales charge and, to the extent that a commission was paid in connection with the investment, contingent deferred sales charge, if determined eligible by the Fund or its designee:

•

Retirement plans offered through financial intermediaries or other service providers that have entered into arrangements with the Fund for such purchases.

•

Customers of bank trust departments, companies with trust powers, investment broker dealers and investment advisers who charge fees for services, including investment broker dealers who utilize wrap fee or similar arrangements, and have entered into arrangements with the Fund for such purchases.

•

Customers of selected registered investment advisers, broker-dealers, and other financial intermediaries who invest through accounts subject to advisory or similar fee arrangements.

•

Customers of financial intermediaries that offer Class A Shares uniformly on a “no load” basis to all similarly situated customers in accordance with the intermediary’s prescribed fee schedule for purchases of fund shares.

•

Customers purchasing through self-directed investment brokerage accounts that may or may not charge a transaction fee to customers, where the broker-dealer has entered into arrangements with the Fund for such purchases.

•

Insurance companies and/or their separate accounts to fund variable insurance contracts, provided that the insurance company provides recordkeeping and

related administrative services to the contract owners and has entered into arrangements with the Fund for such purchases.

•

Endowments or foundations that have entered into arrangements with the Fund for such purchases.

•

Investors making rollover investments from retirement plans to IRAs.

•

Certain other investors and members of their family, such as employees of broker-dealers and registered investment advisers authorized to sell Rainier Funds.

•

An Officer, Trustee, Director or employee of Rainier, MNA, Rainier Funds, the Fund’s custodian bank or transfer agent and members of his or her family.

Front End Sales Charge Reductions

You may be able to rely on the following means to reduce the front end sales charges payable on your purchases of shares.

•

Aggregation – You may be able to aggregate your purchases of Rainier Fund shares with those made by your family for purposes of relying on the sales charge breakpoints set forth above. In this regard, you may be able to combine your purchases of Rainier Fund shares with those made simultaneously by members of your family. This right may only be available with respect to certain types of accounts. For example, investments made through employer-sponsored retirement plan accounts may not be aggregated with investments made through individual-type accounts.

•

Rights of Accumulation – You may take into account your and your family’s accumulated holdings in all share classes of all of the Rainier Funds for purposes of relying on the sales charge breakpoints set

forth above. The applicable sales charge of your purchase will be based on the market value of your accumulated holdings at the current day NAV.

•

Statement of Intent – By signing a Statement of Intent you can reduce your Class A sales charge. Your purchases will be made at the applicable sales charge based on the amount you promise to invest in Class A Shares over a 13-month period. The Statement will apply to all purchases of the Fund’s Class A Shares during the period. You can aggregate your accounts as well as the accounts of your family members for purposes of the Statement. You may not include purchases made in which sales charges are reduced pursuant to the right of reinvestment (described below) or which are otherwise made on a load-waived basis, and you may not include the value of shares attributed to the appreciation of your holdings or pursuant to reinvestment of dividends and capital gains. Rainier Fund shares purchased by you or your family up to 90 days before the date you sign the Statement of Intent may be used as credit toward completion, but the reduced sales charge will only apply to new purchases made on or after the date of the signature. Shares equal to 5% of the amount of the Statement will be held in escrow during the 13-month period. If, at the end of that time the total amount of purchases made is less than the amount intended, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the Statement not been in effect. This amount will be obtained from redemption of the escrowed shares. Any remaining escrowed shares will be released to you. You will need to provide written instructions with respect to the other accounts whose purchases should

be considered in fulfillment of the Statement. Employer-sponsored retirement plans may be restricted from establishing Statements of Intention.

•

Right of Reinvestment – You may reinvest proceeds from a redemption, dividend payment or capital gain distribution from the Fund without the assessment of a front end sales charge, provided that the reinvestment occurs within 90 days after the date of the redemption, dividend payment or distribution and is made from the same account from which the shares were redeemed or that received the dividend payment/distribution. If the account has been closed, the investor can reinvest without a sales charge if the new receiving account has the same registration as the closed account. Any contingent deferred sales charge assessed will be credited to your account.

Contingent Deferred Sales Charge Waivers

The contingent deferred sales charge also may be waived in the following cases:

•

Tax-free returns of excess contributions to IRAs

•

Redemptions due to death or post purchase disability of the shareholder (this generally excludes accounts registered in the names of trusts and other entities)

•

Redemptions due to the complete termination of a trust upon the death of the trustor/grantor or beneficiary, but only if such termination is specifically provided for in the trust document.

The following types of transactions, if together they do not exceed 12% of the value of an account annually:

•

Redemptions due to receiving required minimum distributions from retirement

accounts upon reaching age 70¹/₂ (required minimum distributions that continue to be taken by the beneficiary(ies) after the account owner is deceased also qualify for a waiver).

•

If you have established an automatic withdrawal plan, redemptions through such a plan (including any dividends and/or capital gain distributions taken in cash).

Required Shareholder Information and Records

In order to take advantage of a reduction or waiver of a front-end or deferred sales charge, you must provide information to the intermediary processing your purchase or redemption (or the Funds’ Transfer Agent if you are purchasing shares without the assistance of an intermediary) prior to the time of purchase or redemption, as applicable, that is determined by the Fund or its designee to be adequate to evidence that you qualify for the reduction or waiver. If you do not provide this information, the Fund and intermediary are not able to ensure that the reduction or waiver will be applied. You may have to provide information or records, including account statements from both the intermediary and other intermediaries, to your intermediary or the Transfer Agent to verify your eligibility. You should retain records regarding the original cost of shares purchased in order to help ensure qualification for a breakpoint discount. The Fund’s Transfer Agent or your intermediary may not have or retain this information.

Purchasing Shares

SMALL/MID CAP EQUITY FUND CLOSED TO NEW SHAREHOLDERS

Effective March 31, 2006, the Small/Mid Cap Equity Fund was closed to new shareholder accounts with the limited exceptions described below. Depending on the growth of the Fund’s assets and market conditions, Rainier may in its judgment impose further restrictions on the purchase of the Fund’s shares or relax these restrictions. Any change in these restrictions would be announced with as much advance notice as is practicable.

Shareholders who owned shares of the Fund on March 31, 2006, may continue to purchase shares in their existing accounts. Employees of Rainier and MNA and their family members, officers of Rainier and MNA, and Trustees of the Rainier Funds may continue to purchase shares in existing accounts or open new accounts.

Clients of investment advisers recognized by Rainier may purchase shares in their existing accounts or open new accounts. Currently this includes investment advisers that did not previously assist clients with the purchase of the Fund’s shares and investment advisers that were not previously recognized by Rainier.

Rainier may, without further notice, restrict purchases by investment advisers’ clients who did not previously own shares of the Fund.

Employer-sponsored retirement plans that purchase shares through a services intermediary with which Rainier or the Fund has a services agreement may continue to purchase shares through existing accounts. Currently this includes services intermediaries that did not previously have a services agreement with Rainier or the Fund.

Although Rainier may selectively allow new retirement plan accounts, it reserves the right without further notice to restrict purchases by retirement plans that did not previously own shares of the Fund.

PURCHASING SHARES FROM THE TRANSFER AGENT

Purchasing by Mail or Overnight Delivery

Shares of the Funds may be purchased by mail. If you wish to invest by mail, complete an account application and mail it with a check (made payable to Rainier Funds) to the Funds’ Transfer Agent, U.S. Bancorp Fund Services, LLC, at the following address:

Rainier Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

If you wish to send your account application and check via an overnight delivery service, delivery cannot be made to a post office box. In that case, you should use the following address:

Rainier Funds

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street, Third Floor

Milwaukee, WI 53202

The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposits in the mail or with such services, or receipt at U.S. Bancorp Fund Services, LLC’s post office box, of purchase orders or redemption requests do not constitute receipt by the Transfer Agent.

The Funds will not accept payment in cash or money orders. The Funds also do not accept cashier’s checks in amounts of less than $10,000. Also, to prevent check fraud, the Funds will not accept third-party checks,

U.S. Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. The Funds are unable to accept postdated checks or any conditional order or payment. All checks must be made payable to Rainier Funds or U.S. Bancorp Fund Services, LLC, as the Funds’ agent. All checks must be drawn on a bank located within the United States and must be payable in U.S. dollars. If your purchase check is returned for any reason, a $25 fee will be assessed against your account. You will also be responsible for any losses suffered by the Fund as a result.

Purchasing by Wire

Shares of the Funds may be purchased with a wire transfer of money if the Transfer Agent has a completed account application on file. A purchase order will not be accepted until the Fund has received the completed account application and any requested documentation in proper form. Wired funds must be received by the close of regular trading of the New York Stock Exchange (“NYSE”), normally 4:00 p.m. (Eastern time), to be eligible for same-day pricing. Please call the Transfer Agent at 1-800-248-6314 between 9:00 a.m. and 4:00 p.m. (Eastern time) on any day the NYSE is open for business to advise your intent to wire. This will help ensure proper credit. The Funds and U.S. Bank N.A. are not responsible for the consequences of delays resulting from the banking or Federal

Reserve wire system, or from incomplete wiring instructions. Please wire payment to:

U.S. Bank N.A.

777 East Wisconsin Avenue

Milwaukee, WI 53202

ABA No. 075000022

For credit to U.S. Bancorp Fund Services, LLC

Account No. 112-952-137

For further credit to Rainier Funds

[Fund name]

Account of [your account number and account name]

Your bank may charge you a fee for sending a wire.

Subsequent Investments

Additional shares of a Fund are available for purchase by sending a check together with the remittance form from a confirmation statement to the Transfer Agent. Please write your account number on the check. If you do not have a remittance form, please send the Transfer Agent a letter giving the name of the Fund, your name and account number. To send additional money for investment by wire, follow the instructions noted above.

USA PATRIOT ACT

In compliance with the USA PATRIOT Act of 2001, the Transfer Agent will verify certain information on your account application as part of the Funds’ Anti-Money-Laundering Program. As requested on the application, you should supply your full name, date of birth, Social Security number and permanent street address. Mailing addresses containing only a post office (“P.O.”) box will not be accepted. Shares of the Funds have not been registered for sale outside of the United States. The Rainier Funds do not sell shares to non-U.S. investors or investors residing

outside the United States, even if they are U.S. citizens or lawful permanent residents, except for U.S. investors who have U.S. military APO or FPO addresses. Please contact the Transfer Agent at 1-800-248-6314 if you need additional assistance when completing your account application.

If the Transfer Agent is unable to establish the identity of a shareholder through reasonable methods, the account will be rejected and transactions will be prohibited until such information is received. The Funds may also reserve the right to close the account within five business days if clarifying information/documentation is not received.

PURCHASES THROUGH AN INTERMEDIARY

Shares of the Funds are available through certain intermediaries, such as brokers (and their agents), that have made arrangements with the Funds to sell shares. The intermediary is responsible for processing your order correctly and promptly advising you of the status of your individual account, confirming your transactions and ensuring that you receive copies of the Funds’ Prospectus. When placing an order with such an intermediary, the order is normally treated as if it had been placed directly with the Funds’ Transfer Agent, and you will pay or receive the next price calculated by the Fund following receipt by the intermediary of your order in proper form. The intermediary may hold your shares in an omnibus account in the intermediary’s name, and the intermediary maintains your individual ownership records. The Funds may pay the intermediary for maintaining these records and providing other shareholder services. The intermediary may charge a fee for handling the order.

OTHER PURCHASE INFORMATION

Retirement Plans

Shares of the Funds are available for purchase by most types of retirement plans, including 401(k) plans, profit-sharing plans and individual retirement accounts.

Purchasing with Securities

In certain situations, Fund shares may be purchased by tendering payment in kind in the form of shares of stock, bonds or other securities. Any securities used to buy Fund shares must be readily marketable, and their acquisition must be consistent with the Fund’s objective and otherwise be acceptable to Rainier. Prior to making such a purchase, you should call Rainier at 1-800-248-6314 to determine whether the securities you wish to use to make a purchase are acceptable.

Purchase Order Processing

Any money received for investment in a Fund, whether sent by check or wire, is invested at the applicable offering price for the share class in question, which is the net asset value per share for that share class, plus any applicable sales charge, that is next calculated after your order is received in proper form. An order in proper form must include all correct and complete information, documents and signatures required to process the order, as well as a check or bank wire payment properly drawn and collectable. The Funds reserve the right to reject any purchase order.

The net asset value is calculated as of the close of regular trading of the NYSE, normally 4:00 p.m. (Eastern time). A check or wire received after the NYSE closes or on a day the NYSE is closed is invested at the next-calculated net asset value of the Fund, normally on the following business day.

Excessive Trading Policies

Excessive or short-term trading (such as market timing) in Fund shares may harm performance by compromising portfolio management strategies and increasing Fund expenses. The Board of Trustees has approved policies that seek to both discourage frequent purchases and redemptions, and also limit the disruptive effects of market timing. Pursuant to this policy, the Funds, their Distributor and agents reserve the following rights: (1) to refuse or reject any purchase or exchange order; (2) to cancel or reject any purchase or exchange order placed through an intermediary, no later than one business day after the order is received by the intermediary (including, but not limited to, orders considered to be excessive trading or market timing); and (3) to completely or partially close a Fund by ceasing to offer its shares at any time to all or certain groups of investors. These actions may be taken when, in the sole discretion of the Funds, they are deemed to be in the best interest of the Funds or if required by law.

The Funds’ shares are available through intermediaries such as broker-dealers and retirement plan administrators that may establish omnibus accounts in the Funds, which may make it difficult or impossible for the Funds to detect excessive or short-term trading. The Funds will use reasonable efforts to work with these intermediaries to detect and deter disruptive trading. In compliance with Rule 22c-2 of the Investment Company Act of 1940, as amended, the Distributor, on behalf of the Funds, has entered into written agreements with each of the Funds’ financial intermediaries, under which the intermediary must, upon request, provide the Fund with certain shareholder and identity trading information so that the

Funds can enforce their excessive trading policies.

Other

Federal tax law requires that you provide a certified taxpayer identification number and other certifications upon opening an account. This is necessary to avoid backup withholding of taxes.

The Funds do not issue share certificates unless you specifically request this of the Transfer Agent in writing. All shares are normally held in a non-certificated form on the books of the Funds, for your account or the account of the broker (or agent) at which you hold an account.

Selling Shares (Redemptions)

Shareholders may sell (redeem) Fund shares on any day the Funds are open for business either directly to the Fund or through certain intermediaries, depending on how the shares are held. Your redemption proceeds will equal the net asset value per share of the share class in question next calculated after your order is received in proper form, less any applicable CDSC. Payment for shares redeemed will usually be wired to your intermediary or the bank you indicate or mailed on the following day to the address of record for accounts held at the Transfer Agent. You may also have your redemption proceeds sent to your predetermined bank account by electronic funds transfer through the Automated Clearing House (“ACH”) network, provided your bank is a member. Proceeds will generally be credited to your account within two business days. There is no charge to have your payment sent via ACH. Absent unusual conditions, proceeds will be sent within seven calendar days after the Fund receives your redemption request in proper form.

SELLING SHARES HELD WITH THE TRANSFER AGENT

Selling by Mail or Overnight Delivery

You may sell your shares by sending a written request to the Transfer Agent. Specify the name of the Fund, the number of shares or dollar amount you want redeemed and your name and account number. Also enclose any certificated shares that you want to redeem. The letter should be signed by all of the shareholders whose names appear on the account registration. Send your redemption request to:

Rainier Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

Overnight courier deliveries should be sent to:

Rainier Funds

c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street, Third Floor

Milwaukee, WI 53202

The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, receipt at U.S. Bancorp Fund Services, LLC’s post office box of redemption requests does not constitute receipt by the Transfer Agent of the Funds.

Signature Guarantees

To protect your account against fraud, signature guarantees are required in certain cases to enable the Funds to verify the identity of the person or persons authorizing the redemption. Signature guarantees are required if: (1) the redemption is a written request and the proceeds exceed $100,000 in the case of Original Shares or Class A Shares or $500,000 in the case of Institutional

Shares; (2) the proceeds are to be paid or sent to any person, address or bank account not on record; (3) ownership is being changed on the account; or (4) a change of address request was received by the Transfer Agent in the last 30 calendar days. In addition to the situations described, the Funds and/or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances. The signature(s) on the redemption request and on the certificates, if any, or stock powers must be guaranteed by an “eligible guarantor.” An eligible guarantor includes certain banks, brokers, dealers, credit unions, securities exchanges, clearing agencies and savings associations. A notary public is not an eligible guarantor. Non-financial transactions including establishing or modifying certain services on an account may require a signature guarantee, signature verification from a Signature Validation Program member, or other acceptable form of authentication from a financial institution source.

Selling by Telephone

You may establish telephone redemption privileges by checking the appropriate box and supplying the necessary information on the account application. You may then redeem shares of a Fund by telephoning the Transfer Agent at 1-800-248-6314, between the hours of 9:00 a.m. and 4:00 p.m. (Eastern time) on a day when the NYSE is open for normal trading. Redemptions by telephone must be at least $1,000. Proceeds normally will be mailed to the shareholder the following business day after the sale is executed. Upon request, redemption proceeds may be wired to your predetermined bank account, or funds may be sent via electronic funds transfer through the ACH network using the bank

instructions previously established on your account. Telephone redemptions cannot be made if you notify the Transfer Agent of an address change within 30 calendar days before the redemption request. Once a telephone transaction has been placed, it cannot be cancelled or modified. Redemption proceeds exceeding the amounts specified above will require written authorization that is signature guaranteed, as described previously.

Shareholders who have an IRA or other retirement plan must indicate on their written redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding.

Shares held in IRA or other retirement plan accounts may be redeemed by telephone at 1-800-248-6314. Investors will be asked whether or not to withhold taxes from any distribution.

When establishing telephone privileges, you are authorizing the Funds and their Transfer Agent to act upon the telephone instructions of the person or persons you have designated in your account application. Such persons may request that the shares in your account be either exchanged or redeemed. Before executing an instruction received by telephone, the Funds and the Transfer Agent will use procedures to confirm that the telephone instructions are genuine. These procedures will include recording the telephone call and asking the caller for a form of personal identification. If the Funds and the Transfer Agent follow these procedures, they will not be liable for any loss, expense or cost arising out of any telephone redemption or exchange request that is reasonably believed to be genuine. This includes any fraudulent or

unauthorized request. If an account has more than one owner or authorized person, the Fund will accept telephone instructions from any one owner or authorized person. Telephone redemption orders must be received prior to the close of the NYSE, normally, 4:00 p.m. (Eastern time), in order to be eligible for same-day pricing. Please allow sufficient time to place your telephone transaction.

Automatic Withdrawal Plan

Automatic withdrawals may be made from a Fund in an amount of $100 or more. Your account must have a value of at least $5,000 in Original Shares or Class A Shares or $200,000 in Institutional Shares to participate in this plan. If you elect this method of redemption, the Funds will send a check to your address of record, or will send the payment via electronic funds transfer through the ACH network, directly to your bank account. For payment through the ACH network, your bank must be an ACH member and your bank account information must be maintained on your Fund account. This plan may be terminated at any time by the Funds. You may also elect to terminate your participation in this plan at any time by contacting the Transfer Agent sufficiently in advance of the next withdrawal.

This service may not be provided for intermediaries who are providing similar services for an underlying client. Note that this plan may deplete your investment and affect your income or yield. You should be aware of the potential for tax liabilities if you make automatic withdrawals, especially if you plan to continue investing in the Fund. Please call the Transfer Agent at 1-800-248-6314 for further information.

Other

If you purchase shares using a check and soon after request a redemption, the Funds will honor the redemption request, but will not mail the proceeds until your purchase check has cleared (usually within 15 calendar days).

If payment of redemption proceeds is to be made by Federal wire transfer, a $15 fee may be applied.

SALES OF SHARES HELD AT INTERMEDIARIES

If your shares are held at an intermediary, you should contact that intermediary to initiate a sale of your shares. Intermediaries will have their own rules regarding how to initiate sales of shares and may have charges for facilitating redemptions and for transferring shares held in street name accounts. The intermediary is responsible for processing your order correctly and confirming your transaction. When placing an order with such an intermediary, the order is normally treated as if it had been placed directly with the Funds’ Transfer Agent, and you will pay or receive the next price calculated by the Fund following receipt by the intermediary of your order in proper form.

OTHER SHARE SALES INFORMATION

In order to reduce expenses, the Funds may redeem shares in any account if the total value of your account is less than $1,000 in Original Shares or Class A Shares or $50,000 in Institutional Shares as a result of redemptions. This does not apply to retirement plan or Uniform Gifts/Transfers to Minors Act accounts. Shareholders will be notified and given 30 calendar days during which to make an additional investment to bring the value of their account to at least the

minimum required amount before an involuntary redemption occurs.

There are certain times when redemption payments may also be delayed under extraordinary circumstances or as permitted by the Securities and Exchange Commission in order to protect remaining shareholders. Each Fund has the right to pay redemption proceeds in whole or in part with a distribution by the Fund of securities in its portfolio equal in value to the sales price. It is not expected that a Fund would do so except in unusual circumstances.

Exchanging Shares

Shareholders may exchange shares of any Fund for shares of any other Fund on any day the Funds are open for business. If you did not own shares of the Small/Mid Cap Equity Fund when it closed, you may not exchange shares from the other Funds that otherwise would be allowed to exchange into the Fund as described previously (unless you are allowed to open a new account as described under “Purchasing Shares”).

The International Discovery Fund currently is the only fund within the Rainier Fund family that offers Class A Shares. Accordingly, you do not have the ability to exchange shares of the International Discovery Fund for shares of any other Rainier Fund in a manner that would either exclude a subsequent repurchase of shares in the Fund from the imposition of a sales charge or qualify the redemption for a waiver of any applicable contingent deferred sales charge. If you wish to redeem Fund shares in a manner that would qualify a subsequent investment of the redemption proceeds in the Fund for a sales charge waiver and, if applicable, the credit of the contingent deferred sales charge to your account, you

should consider using the Right of Reinvestment described previously.

You may obtain more information about the ability to reinvest by calling the Transfer Agent at 1-800-248-6314, between the hours of 9:00 a.m. and 4:00 p.m. (Eastern time) on a day when the NYSE is open for normal trading.

The Funds reserve the right to reject any exchange order and may modify the exchange privilege by giving 60 days’ written notice to shareholders.

EXCHANGING SHARES HELD AT THE TRANSFER AGENT

Exchanging by Mail

Shareholders may exchange shares by sending a written request to the Transfer Agent. You should specify the names of the Funds, the number of shares or dollar amount to be exchanged and your name and account number(s). The letter should be signed by all of the shareholders whose names appear in the account registration. Please send your exchange request to:

Rainier Funds

c/o U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201-0701

Overnight courier deliveries should be sent to:

Rainier Funds

c/o U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

Exchanging by Telephone

If your account has telephone privileges, you may also exchange Fund shares by calling the Transfer Agent at 1-800-248-6314, between

the hours of 9:00 a.m. and 4:00 p.m. (Eastern time) on a day when the NYSE is open for normal trading. If you exchange shares by telephone, you will be subject to certain identification procedures, which are described under “Selling Shares (Redemptions).”

EXCHANGING SHARES HELD AT AN INTERMEDIARY

If your shares are held at an intermediary, you should contact that intermediary to initiate an exchange of your shares. Intermediaries will have their own rules regarding how to initiate exchanges of shares and may have charges for facilitating exchanges. The intermediary is responsible for processing your order correctly and confirming your transaction.

EXCHANGE PROCESSING

All exchanges will be made on the basis of the relative net asset values of the Funds next determined after a completed request is received, plus or less, as appropriate, any applicable sales charge, to the extent Class A shares are part of the exchange. Requests for exchanges received in proper form before the close of regular trading (normally, 4:00 p.m. Eastern time) on the NYSE on days it 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.

Unclaimed Property

Your Fund account may be transferred to your state of residence if no activity occurs within your account during the inactivity period specified in your state’s abandoned property laws.

The price of a Fund’s shares is based on the Fund’s net asset value (“NAV”). The Funds calculate their NAVs once daily as of the close of regular trading on the NYSE (generally 4:00 p.m. Eastern time) on each day the exchange is open. If the exchange closes early, the Funds will accelerate the calculation of their NAVs and transaction deadlines to that time.

A Fund’s net asset value per share for a share class is calculated by dividing the Fund’s assets attributable to the share class, minus liabilities attributable to the share class, by the number of shares outstanding in that share class. A Fund’s assets are the market value of securities held in its portfolio, which is normally obtained from market quotations, plus any cash and other assets. If market quotations are not readily available for a portfolio security, or if it is believed that a quotation does not represent fair value for a security, the security may be valued using procedures approved by the Funds’ Board of Trustees that are designed to establish its “fair value.” A Fund may also fair value securities in other situations affecting specific issuers (for example, a halt in trading of the securities of an issuer on an exchange during the trading day, a corporate action or a company announcement) or events affecting securities markets generally (for example, market volatility or a natural disaster). A Fund’s liabilities include fees and expenses owed by the Fund, as well as any obligations to trading partners. The number of Fund shares outstanding for a share class is the amount of shares of that class that have been issued to shareholders. In the case of a Fund that invests in non-U.S. securities that may trade on weekends or other days when the Fund does not price its shares, the value of these holdings may change on days when shareholders will not be able to purchase or redeem the Fund’s shares.

The price an investor pays to purchase Fund shares is based on the net asset value per share (plus any applicable sales charge (load)) next calculated after the order is received in proper form. The amount an investor receives when selling Fund shares is the net asset value next calculated after the order is received in proper form, less any applicable contingent deferred sales charge. An order in proper form must include all correct and complete information, documents and signatures required to process the purchase or redemption, as well as a check or bank wire payment properly drawn and collectable in the case of a purchase. The net asset value of shares of each Fund is determined as of the close of regular trading on the NYSE, normally, 4:00 p.m. (Eastern time). Fund shares will not be priced on days when the NYSE is closed for trading (including certain U.S. holidays).

Dividends and Distributions

The Large Cap Equity, Mid Cap Equity, Small/Mid Cap Equity and International Discovery Funds intend to pay dividends annually. The Intermediate Fixed Income Fund intends to pay dividends monthly. Each Fund 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.

It is expected that distributions from the Large Cap Equity, Mid Cap Equity, Small/Mid Cap Equity and International Discovery Funds will primarily consist of capital gains. It is expected that distributions from the Intermediate Fixed Income Fund will primarily consist of dividends.

Dividends and capital gain distributions are automatically reinvested in additional shares of the Fund at the net asset value per share on the reinvestment date unless you have previously requested in writing to the Transfer Agent or on the new account application that payment be made in cash. You may change your distribution option at any time by contacting the Transfer Agent in writing or by telephone. Any change should be submitted sufficiently in advance of the next distribution.

If an investor elects to receive distributions and dividends by check and the post office cannot deliver such check, or if such check remains uncashed for six months, the Funds reserve the right to reinvest the distribution check in the shareholder’s account at the Fund’s then-current net asset value per share and to reinvest all subsequent distributions in shares of the Fund until an updated address is received.

Tax Consequences

Each Fund intends to make distributions of dividends and capital gains. Dividends are taxable to shareholders as ordinary income. The rate a shareholder pays on capital gain distributions will depend on how long the Fund held the securities that generated the gains, not on how long the shareholder owned the Fund shares. Shareholders will be taxed in the same manner whether they receive dividends and capital gain distributions in cash or reinvest them in additional Fund shares.

Selling or exchanging Fund shares is considered a taxable event for shareholders. Depending on the purchase price and the sale price of the shares exchanged or sold, a gain or a loss may result on the transaction. Shareholders are responsible for any tax liabilities generated by their transactions.

Financial Highlights

The financial highlights tables are intended to help you understand the financial performance for each Fund for the periods presented. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report, along with the Funds’ financial statements, is included in the annual report, which is available upon request.

RAINIER LARGE CAP EQUITY FUND – ORIGINAL SHARES Fiscal year ending March 31,