Exhibit (4)(b)
OPERATING EXPENSES AGREEMENT
THIS OPERATING EXPENSES AGREEMENT (the "Agreement") is effective as of the
1st day of April, 1999, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL
FUNDS, a Delaware business trust (hereinafter called the "Trust"), on behalf of
each series of the Trust listed in Appendix A hereto, as may be amended from
time to time (hereinafter referred to individually as a "Fund" and collectively
as the "Funds"), and RAINIER INVESTMENT MANAGEMENT, INC., a corporation
organized and existing under the laws of the State of Washington (hereinafter
called the "Advisor").
WITNESSETH:
WHEREAS, the Advisor renders advice and services to the Funds pursuant to
the terms and provisions of a Management Agreement between the Trust and the
Advisor dated May 6, 1994 (the "Management Agreement"); and
WHEREAS, the Funds are responsible for, and have assumed the obligation
for, payment of certain expenses pursuant to Section 4 of the Management
Agreement that have not been assumed by the Advisor, and
WHEREAS, the Advisor desires to limit the Funds' respective Operating
Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to
the terms and provisions of this Agreement, and the Trust (on behalf of the
Funds) desires to allow the Advisor to implement those limits;
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto, intending to be legally bound hereby,
mutually agree as follows:
1. LIMIT ON OPERATING EXPENSES. The Advisor hereby agrees to limit each
Fund's Operating Expenses to the respective annual rate of total Operating
Expenses specified for that Fund in APPENDIX A of this Agreement.
2. DEFINITION. For purposes of this Agreement, the term "Operating
Expenses" with respect to a Fund is defined to include all expenses necessary or
appropriate for the operation of the Fund including the Advisor's investment
advisory or management fee under Section 5(a) of the Management Agreement, and
other expenses described in Section 4 of the Management Agreement, including any
Rule 12b-1 fees, but not including any front-end or contingent deferred loads,
taxes, interest, brokerage commissions, expenses incurred in connection with any
merger or reorganization or extraordinary expenses such as litigation.
3. REIMBURSEMENT OF FEES AND EXPENSES. The Advisor, under Section 5(b) of
the Management Agreement, retains its right to receive reimbursement of
reductions of its investment management fee and Operating Expenses paid by it
that are not its responsibility under Section 4 of the Management Agreement.
4. TERM. This Agreement shall become effective on the date specified herein
and shall remain in effect for a period of one (1) year, unless sooner
terminated as provided in Paragraph 5 of this Agreement. This Agreement shall
continue in effect thereafter for additional periods not exceeding one (1) year
so long as such continuation is approved for each Fund at least annually by the
Board of Trustees of the Trust (and separately by the disinterested Trustees of
the Trust).
5. TERMINATION. This Agreement may be terminated by the Trust on behalf of
any one or more of the Funds at any time without payment of any penalty or by
the Board of Trustees of the Trust, upon sixty (60) days' written notice to the
Advisor. The Advisor may decline to renew this Agreement by written notice to
the Trust at least thirty (30) days before its annual expiration date.
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6. ASSIGNMENT. This Agreement and all rights and obligations hereunder may
not be assigned without the written consent of the other party.
7. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
8. CAPTIONS. The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction of effect.
9. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Washington without giving effect to
the conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this went to be duly
executed and attested by their duly authorized officers, all on the day and year
first above written.
RAINIER INVESTMENT MANAGEMENT RAINIER INVESTMENT MANAGEMENT, INC.
MUTUAL FUNDS
By: /s/ J. Xxxxx Xxxxx By: /s/ J. Xxxxx Xxxxx
------------------------------ ------------------------------
Title: Chairman Title: Principal
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APPENDIX A
Operating
Fund Expense Limit Effective Date
---- ------------- --------------
Rainier Small/Mid Cap Equity Portfolio 1.48% April 1, 1999
Rainier Core Equity Portfolio 1.29% April 1, 1999
Rainier Balanced Portfolio 1.19% April 1, 1999
Rainier Intermediate Fixed Income Portfolio 0.55% April 1, 1999
Rainier Growth Equity Portfolio 1.19% June 15, 2000
RAINIER INVESTMENT MANAGEMENT RAINIER INVESTMENT MANAGEMENT, INC.
MUTUAL FUNDS
By: /s/ J. Xxxxx Xxxxx By: /s/ J. Xxxxx Xxxxx
------------------------------ ------------------------------
Title: Chairman Title: Principal
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