Exhibit (8)(c)
RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT (the "Agreement") is
entered into as of June 1, 2000 by and between RAINIER INVESTMENT MANAGEMENT
MUTUAL FUNDS (the "Trust"), a Delaware business trust, and INVESTMENT COMPANY
ADMINISTRATION, L.L.C. (the "Administrator"), an Arizona Limited Liability
Company.
WITNESSETH:
WHEREAS, the Trust entered into an Administration Agreement (the "Old
Agreement") as of May 6, 1994 with Investment Company Administration
Corporation, a Delaware corporation, and the Old Agreement was subsequently
assigned to the Administrator; and
WHEREAS, the Trust and the Administrator desire to amend and restate the
Old Agreement in its entirety, on the terms and conditions herein set forth, in
order to fully reflect prior amendments to this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and for other valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
l. In General.
The Trust hereby appoints Investment Company Administration, L.L.C. as
Administrator, subject to the overall supervision of the Board of Trustees of
the Trust for the period and on the terms set forth in this Agreement. The
Administrator hereby accepts such appointment and agrees during such period to
render the services herein described and to assume the obligations set forth
herein, for the compensation herein provided.
2. Duties and Obligations of the Administrator.
(a) Subject to the direction and control of the Board of Trustees of
the Trust, the Administrator shall be responsible for providing such
services as the Trustees may reasonably request, including but not limited
to (i) maintaining the Trust's books and records (other than financial or
accounting books and records maintained by any custodian, transfer agent or
accounting services agent); (ii) overseeing the Trust's insurance
relationships; (iii) preparing for the Trust (or assisting counsel and/or
auditors in the preparation of) all required tax returns, proxy statements
and reports to the Trust's shareholders and Trustees and reports to and
other filings with the Securities and Exchange Commission and any other
governmental agency (the Trust agreeing to supply or cause to be supplied
to the Administrator all necessary financial and other information in
connection with the foregoing); (iv) preparing such applications and
reports as may be necessary to register or maintain the Trust's
registration and/or the registration of the shares of the Trust under the
securities or "blue sky" laws of the various states selected by the Trust
(the Trust agreeing to pay all filing fees or other similar fees in
connection therewith); (v) responding to all inquiries or other
communications of shareholders, if any, which are directed to the
Administrator, or if any such inquiry or communication is more properly to
be responded to by the Trust's custodian, transfer agent or accounting
services agent, overseeing their response thereto; (vi) overseeing all
relationships between the Trust and any custodian(s), transfer agent(s) and
accounting services agent(s), including the negotiation of agreements and
the supervision of the performance of such agreements; and (vii)
authorizing and directing any of the Administrator's Members, officers and
employees who may be elected as Trustees or officers of the Trust to serve
in the capacities in which they are elected. All services to be furnished
by the Administrator under this Agreement may be furnished through the
medium of any such Members, officers or employees of the Administrator.
(b) In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties ("disabling conduct")
hereunder on the part of the Administrator (and its Members, officers,
agents, employees or controlling persons, and any other person or entity
affiliated with the Administrator) the Administrator shall not be subject
to liability to the Trust or to any shareholder of the Trust for any act or
omission in the course of, or connected with, rendering services hereunder,
including, without limitation, any error of judgment or mistake of law or
for any loss suffered by any of them in connection with the matters to
which this Agreement relates, except to the extent specified in Section
36(b) of the Investment Company Act of 1940 (the "Act") concerning loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services. Except for such disabling conduct, the Trust
shall indemnify the Administrator (and its Members, officers, agents,
employees or controlling persons and any other person or entity affiliated
with the Administrator) from any liability arising from the Administrator's
conduct under this Agreement to the extent permitted by the Trust's
Declaration of Trust and applicable law.
(c) It is agreed that the Administrator shall have no responsibility
or liability for the accuracy or completeness of the Trust's Registration
Statement under the Act except for information supplied by the
Administrator for inclusion therein.
3. Allocation of Expenses.
The Administrator agrees that it will furnish the Trust, at the
Administrator's expense, with all office space and facilities, and equipment and
clerical personnel necessary for carrying out its duties under this Agreement.
The Administrator will also pay all compensation of all Trustees, officers and
employees of the Trust who are affiliated persons of the Administrator. All
costs and expenses not expressly assumed by the Administrator under this
Agreement shall be paid by the Trust, including, but not limited to (i) interest
and taxes; (ii) brokerage fees and commissions; (iii) insurance premiums; (iv)
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compensation and expenses of the Trust's Trustees other than those affiliated
with the Advisor or the Administrator; (v) legal and auditing fees and expenses;
(vi) fees and expenses of the Trust's custodian, transfer agent and accounting
services agent; (vii) expenses incident to the issuance of the Trust's shares,
including issuance on the payment of, or reinvestment of, dividends; (viii) fees
and expenses incident to the registration under Federal or state securities laws
of the Trust or its shares; (ix) expenses of preparing, printing and mailing
reports and notices and proxy material to shareholders of the Trust; (x) all
other expenses incidental to holding meetings of the Trust's shareholders; (xi)
dues or assessments of or contributions to the Investment Company Institute or
any successor; (xii) such non-recurring expenses as may arise, including
litigation affecting the Trust and the legal obligations which the Trust may
have to indemnify its officers and Trustees with respect thereto; and (xiii)
organization costs of the Trust.
4. Compensation of the Administrator.
The Trust agrees to pay the Administrator and the Administrator agrees to
accept as full compensation for all services rendered by the Administrator as
such, an annual fee, computed daily and payable monthly at the annual rate for
each series of the Trust specified in Exhibit A to this Agreement, as that
Exhibit A may be amended from time to time.
5. Duration and Termination.
(a) This Agreement shall become effective on the date set forth above
and shall remain in force until May 6, 2001 unless terminated pursuant to
the provisions of paragraph (b) hereof. This Agreement shall continue in
force from year to year thereafter, but only so long as such continuance is
specifically approved annually by the Trust's Board of Trustees or by a
vote of a majority of the Trust's outstanding voting securities.
(b) This Agreement may be terminated by the Administrator at any time
without penalty upon giving the Trust not less than sixty (60) days'
written notice (which notice may be waived by the Trust) and may be
terminated by the Trust at any time without penalty upon giving the
Administrator not less than sixty (60) days' written notice (which notice
may be waived by the Administrator), provided that such termination by the
Trust shall be directed or approved by the vote of a majority of all of its
Trustees in office at the time or by the vote of the holders of a majority
(as defined in the Act) of the voting securities of the Trust.
6. Governing Law.
This Agreement shall be governed and construed in accordance with the laws
of the State of Washington (without regard to conflicts of law).
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by duly authorized persons and their seals to be hereunto
affixed, all as of the day and year first above written.
RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS
By /s/ J. ▇▇▇▇▇ ▇▇▇▇▇
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ATTEST:
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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INVESTMENT COMPANY ADMINISTRATION L.L.C.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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ATTEST:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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EXHIBIT A
Fee Schedule Effective June 1, 2000
For each Portfolio (series) of the Trust
0.10% (10 basis points) on the first $100 million of average net assets; and
0.05% (5 basis points) on the next $100 million of average net assets; and
0.03% (3 basis points) on average net assets in excess of $200 million;
subject to an annual minimum fee of $40,000 per Portfolio except for the
Intermediate Fixed Income Portfolio (which is not subject to any minimum),
and provided that the fee for the Growth Equity Portfolio for its first year of
operations shall be $12,000.
