0001144204-05-041137 Sample Contracts

ADDENDUM TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 27th, 2005 • Rainier Investment Management Mutual Funds

THIS ADDENDUM dated as of this ___ day of _____________, 2005, to the Distribution Agreement, dated as of May 6, 1994 (the “Agreement”), is entered by and between Rainier Investment Management Mutual Funds, a Delaware business trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

Sample 1
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ADDENDUM TO THE CUSTODY AGREEMENT
Custody Agreement • December 27th, 2005 • Rainier Investment Management Mutual Funds

THIS ADDENDUM dated as of this ____ day of _______________, 2005, to the Custody Agreement, dated as of April 5, 1994 (the "Agreement"), is entered by and between Rainier Investment Management Mutual Funds, a Delaware business trust (the "Trust") and U.S. Bank, N.A., a national banking association (the "Custodian").

Sample 1
ADDENDUM TO THE AMEDNED AND RESTATED FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 27th, 2005 • Rainier Investment Management Mutual Funds

THIS ADDENDUM dated as of this ___ day of ________________, 2005, to the Amended and Restated Fund Administration Servicing Agreement, dated as of June 1, 2000 (the "Agreement"), is entered by and between Rainier Investment Management Mutual Funds, a Delaware business trust (the "Trust") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

Sample 1
RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 1 TO AMENDED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • December 27th, 2005 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 1 (this “Amendment”) is made this _______ day of December, 2005, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and RAINIER INVESTMENT MANAGEMENT, INC. (the “Advisor”), a Washington corporation, with respect to that Amended Expenses Agreement (the “Agreement”) between the Trust and the Advisor dated April 1, 1999, as amended and restated on April 1, 2002.

Sample 1
RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
Management Agreement • December 27th, 2005 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 2 (this “Amendment”) is made this ___9th____ day of December, 2005, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and RAINIER INVESTMENT MANAGEMENT, INC. (the “Advisor”), a Washington corporation, with respect to that Management Agreement (the “Agreement”) between the Trust and the Advisor dated May 6, 1994, as amended by Amendment No. 1 on June 15, 2000.

Sample 1
RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
Management Agreement • December 27th, 2005 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of the 15th day of June, 2000, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a trust organized under the laws of the State of Delaware, and RAINIER INVESTMENT MANAGEMENT, INC. (the “Advisor”), a Washington corporation, with respect to that Management Agreement (the “Agreement”) between the Trust and the Advisor dated May 6, 1994.

Sample 1
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