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”).

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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").

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").

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.

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.

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.

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