RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS
485BPOS, EX-99.8.B.I, 2000-06-05
Previous: RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, 485BPOS, 2000-06-05
Next: RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, 485BPOS, EX-99.B.9, 2000-06-05



                  FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT

         AGREEMENT  made  as the  ___ day of  __________,  2000  by and  between
Rainier  Investment  Management Mutual Funds (the "Trust"),  a Delaware business
trust,  on behalf of the Growth Equity  Portfolio (the "Fund"),  a series of the
Trust, and ICA Fund Services Corp., a Delaware corporation ("ICA").

         WHEREAS,  the Trust is an open-end management series investment company
registered  with the  Securities  and Exchange  Commission  under the Investment
Company Act of 1940 (the "1940 Act"); and

         WHEREAS,  ICA is  registered as a transfer  agent under the  Securities
Exchange Act of 1934 (the "1934 Act");

         WHEREAS,  the Trust  desires  to  appoint  ICA as the  transfer  agent,
dividend disbursing agent and agent of the Fund in connection with certain other
activities, and ICA desires to accept such appointment;

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
hereinafter contained, the Trust and ICA hereby agree as follows:

1. TERMS OF APPOINTMENT; DUTIES OF ICA

         1.01.  Subject to the terms and conditions set forth in this agreement,
the Trust  hereby  employs  and  appoints  ICA,  and ICA  agrees,  to act as the
transfer  agent for the  Fund's  authorized  and  issued  shares  of  beneficial
interest  ("Shares") and the dividend  disbursing  agent and agent in connection
with  any   accumulation,   open-account   or  similar  plans  provided  to  the
shareholders of the Fund ("Shareholders").

         1.02. ICA agrees that it will perform the following services:

               (a) In accordance  with the Trust's  Registration  Statement with
          respect to the Fund,  which  describes  how sales and  redemptions  of
          Shares shall be made, ICA shall:

                    (i)  Receive  for  acceptance  orders  for the  purchase  of
               Shares,    and   promptly   deliver   payment   and   appropriate
               documentation therefor to the Custodian of the Fund authorized by
               the Board of Trustees of the Trust (the "Custodian");

                    (ii)  Pursuant to  purchase  orders,  issue the  appropriate
               number of full and fractional  Shares and hold such Shares in the
               appropriate Shareholder account;
<PAGE>
                    (iii)  Receive  for  acceptance   redemption   requests  and
               redemption  directions and deliver the appropriate  documentation
               therefor to the Custodian;

                    (iv) At the appropriate  time as and when it receives monies
               paid to it by the Custodian with respect to any  redemption,  pay
               over or  cause to be paid  over in the  appropriate  manner  such
               monies as instructed by the redeeming Shareholders;

                    (v)  Effect  transfers  of Shares by the  registered  owners
               thereof upon receipt of appropriate instructions;

                    (vi)  Prepare  and  transmit   payments  for  dividends  and
               distributions  declared  by the Fund,  and  effect  dividend  and
               capital  gains  distribution  reinvestments  in  accordance  with
               Shareholder instructions;

                    (vii) Serve as a record keeping transfer agent for the Fund,
               and  maintain  records of account for and advise the Fund and its
               Shareholders as to the foregoing; and

                    (viii)  Record the issuance of Shares and maintain  pursuant
               to SEC Rule  17Ad-10(e)  a record of the  total  number of Shares
               which are authorized, based upon data provided to it by the Fund,
               and issued and outstanding.

               (b) In addition to and not in lieu of the  services  set forth in
          the above paragraph (a), ICA shall:

                    (i)  Perform  all of the  customary  services  of a transfer
               agent,  dividend disbursing agent,  including but not limited to:
               maintaining  all  Shareholder  accounts,   preparing  Shareholder
               meeting lists, mailing proxies, receiving and tabulating proxies,
               mailing   Shareholder   reports  and   prospectuses   to  current
               Shareholders, withholding taxes on U.S. resident and non-resident
               alien  accounts,  preparing and filing U.S.  Treasury  Department
               Forms 1099 and other  appropriate  forms required with respect to
               dividends  and  distributions  by  federal  authorities  for  all
               Shareholders,   preparing  and  mailing  confirmation  forms  and
               statements  of  account to  Shareholders  for all  purchases  and
               redemptions  of Shares  and  other  confirmable  transactions  in
               Shareholder accounts as prescribed in the federal securities laws
               or as described in the Trust's Registration Statement,  preparing
               and mailing activity  statements for Shareholders,  and providing
               Shareholder account information; and

                    (ii) provide a system and reports which will enable the Fund
               to monitor the total  number of Shares  sold in each  State.  The
               responsibility  of ICA pursuant to this  Agreement for the Fund's
               blue sky  State  registration  status is  solely  limited  to the
               initial   establishment  of  transactions  subject  to  blue  sky
               compliance by the Fund and the reporting of such  transactions to
               the Fund as provided above.
<PAGE>
         Procedures  applicable to certain of these  services may be established
from time to time by agreement between the Trust and ICA.

         1.03. The Fund agrees that it will:

          (i)  identify to ICA in writing  those  transactions  and shares to be
     treated as exempt from blue sky reporting for each State; and

          (ii) monitor the daily activity for each State, as provided by ICA.

         1.04. In the  performance of these  services,  ICA agrees that it shall
exercise the care and adhere to the  standards  that are usual and customary for
mutual fund transfer agents.

2. FEES AND EXPENSES

         2.01.  For  performance  by ICA pursuant to this  Agreement,  the Trust
agrees to pay ICA fees as set out in the fee schedule attached hereto. Such fees
and out-of pocket expenses and advances  identified under Section 2.02 below may
be changed from time to time  subject to mutual  written  agreement  between the
Trust and ICA.

         2.02. In addition to the fee paid under  Section 2.01 above,  the Trust
agrees to reimburse ICA for  out-of-pocket  expenses or advances incurred by ICA
in  connection  with its duties under this  Agreement.  In  addition,  any other
expenses  incurred by ICA at the request or with the consent of the Trust,  will
be reimbursed by the Trust.

         2.03. Unless otherwise stated, ICA shall look only to the assets of the
Fund to satisfy the fees earned and expenses incurred by ICA.

3. INDEMNIFICATION

         3.01. ICA shall not be responsible  for, and the Trust shall  indemnify
and hold ICA harmless  from and  against,  any and all losses,  damages,  costs,
charges,  counsel  fees,  payments,  expenses  and  liability  arising out of or
attributable to:

          (a) All actions of ICA or its agents or subcontractors  required to be
     taken pursuant to this  Agreement,  provided that such actions are taken in
     good faith and  without  negligence,  willful  misconduct,  or in  reckless
     disregard of its duties under this Agreement..

          (b) The  Trust's  refusal or failure to comply  with the terms of this
     Agreement, or which arise out of the Trust's lack of good faith, negligence
     or  willful   misconduct   or  which   arise  out  of  the  breach  of  any
     representation or warranty of the Trust hereunder.
<PAGE>
          (c) The reliance on or use by ICA or its agents or  subcontractors  of
     information,  records and  documents  which (i) are  received by ICA or its
     agents or subcontractors  and furnished to it by or on behalf of the Trust,
     and (ii) have been  prepared  and/or  maintained  by the Trust or any other
     person or firm on behalf of the Trust.

          (d) The  reliance  on,  or the  carrying  out by ICA or its  agents or
     subcontractors  of any  written  instruction  signed by an  officer  of the
     Trust, or any legal opinion of counsel to the Trust.

          (e) The offer or sale of Shares in violation of any requirement  under
     the  federal  securities  laws or  regulations  or the  securities  laws or
     regulations of any state that such Shares be registered in such state or in
     violation of any stop order or other determination or ruling by any federal
     agency or any state  with  respect  to the offer or sale of such  Shares in
     such state.

          (f) The content,  adequacy or completeness  of any  prospectus,  proxy
     statement,  financial report or other document required or requested by the
     Trust to be transmitted to Shareholders.

         3.02. ICA shall  indemnify and hold the Trust harmless from and against
any and all losses,  damages, costs, charges,  counsel fees, payments,  expenses
and  liability  arising  out of or  attributable  to any  action or  failure  or
omission to act by ICA as a result of ICA's lack of good faith, gross negligence
or willful  misconduct  or the breach of any warranty or  representation  of ICA
hereunder.

         3.03.  At any  time ICA may  apply  to any  officer  of the  Trust  for
instructions, and may consult with the Trust's legal counsel with respect to any
matter arising in connection with the services to be performed by ICA under this
Agreement,  and ICA and its  agents or  subcontractors  shall not be liable  and
shall be  indemnified  by the Trust for any  action  taken or  omitted  by it in
reliance upon such  instructions  or upon the opinion of such counsel.  ICA, its
agents and subcontractors  shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Trust, reasonably believed to
be genuine and to have been signed by the proper person or persons,  or upon any
instruction,  information, data, records or documents provided ICA or its agents
or  subcontractors  by machine  readable input,  telex,  CRT data entry or other
similar means  authorized by the Trust,  and shall not be held to have notice of
any change of authority of any person,  until receipt of written  notice thereof
from the Trust. ICA, its agents and  subcontractors  shall also be protected and
indemnified in recognizing stock certificates  which are reasonably  believed to
bear the proper manual or facsimile signatures of the officers of the Trust, and
the proper  countersignature of any former transfer agent or registrar,  or of a
co-transfer agent or co-registrar.

         3.04.  In the event either  party is unable to perform its  obligations
under the terms of this Agreement because of acts of God, strikes,  equipment or
transmission  failure or damage reasonably  beyond its control,  or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages  resulting  from such failure to perform or otherwise from
such causes.
<PAGE>
         3.05.  Neither  party to this  Agreement  shall be  liable to the other
party for consequential damages under any provision of this Agreement or for any
act or failure to act hereunder.

         3.06. In order that the  indemnification  provisions  contained in this
Article 3 shall apply,  upon the assertion of a claim for which either party may
be required to indemnify  the other,  the party  seeking  indemnification  shall
promptly  notify  the other  party of such  assertion,  and shall keep the other
party advised with respect to all developments  concerning such claim. The party
who may be required to indemnify  shall have the option to participate  with the
party seeking  indemnification  in the defense of such claim.  The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required  to  indemnify  it except with the
other party's prior written consent.

4. COVENANTS OF THE TRUST AND ICA

         4.01.  ICA shall keep records  relating to the services to be performed
hereunder,  in the form and manner as it may deem advisable,  provided such form
and manner of  recordkeeping  conforms to the applicable  provisions of the 1934
Act and the 1940 Act.  To the extent  required by Section 31 of the 1940 Act and
the Rules thereunder, ICA agrees that all such records prepared or maintained by
ICA relating to the services to be performed by ICA  hereunder  are the property
of the Trust and will be preserved,  maintained and made available in accordance
with such Section and Rules,  and will be  surrendered  promptly to the Trust on
and in accordance with its request.

         4.02. ICA and the Trust agree that all books, records,  information and
data  pertaining  to the  business  of the other party  which are  exchanged  or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.

         4.03.  In case of any  requests  or demands for the  inspection  of the
Shareholder  records of the Fund,  ICA will  endeavor to notify the Trust and to
secure  instructions  from  an  authorized  officer  of  the  Trust  as to  such
inspection.  ICA reserves the right, however, to exhibit the Shareholder records
to any person  whenever it is advised by its counsel  that it may be held liable
for the failure to exhibit the  Shareholder  records to such  person,  and shall
promptly  notify  the  Trust  of any  unusual  request  to  inspect  or copy the
shareholder  records of the Fund or the receipt of any other unusual  request to
inspect, copy or produce the records of the Trust.

         4.04. The Trust covenants that it shall keep its Registration Statement
with respect to the Fund current and in effect; that such Registration Statement
shall contain all the information required by Form N-1A under the 1940 Act; that
such Registration  Statement shall contain no material  misstatements of fact or
fail to state any facts the  omission  of which  would  render the facts  stated
misleading;  and that the Trust  shall be  responsible  for the  payment  of all
registration  fees  applicable to the Shares.  The Trust agrees to notify ICA of
all states in which the Fund's Shares are registered  for sale, any  limitations
on the  amount of Shares  that can be sold in any state and any  changes  in the
status of a state registration.
<PAGE>
5. TERMINATION OF AGREEMENT

         5.01. This Agreement  shall become  effective as of the date hereof and
shall remain in force for period of one (1) year period,  provided however, that
both  parties to this  Agreement  have the option to  terminate  the  Agreement,
without penalty, upon thirty (30) days' prior written notice.

         5.02.  Should the Trust  exercise its right to terminate,  all expenses
incurred by ICA  associated  with the movement of records and  material  will be
borne by the Trust.  Such expenses will include all  out-of-pocket  expenses and
the reasonable  cost of all time incurred to train or consult with the successor
transfer agent with regard to the transfer of  shareholder  accounting and stock
transfer responsibilities.

6. AMENDMENTS TO THIS AGREEMENT

         This  Agreement  may be  amended  by the  parties  hereto  only if such
amendment is in writing and signed by both parties.

7. MERGER OF AGREEMENT

         This Agreement  constitutes  the entire  agreement  between the parties
hereto and  supersedes  any prior  agreement  with respect to the subject matter
hereof whether oral or written.

8. NOTICES.

         All notices  and other  communications  hereunder  shall be in writing,
shall be  deemed  to have  been  given  when  received  or when sent by telex or
facsimile,  and  shall be  given  to the  following  addresses  (or  such  other
addresses as to which notice is given):

To the Trust:                                 To ICA:
Rainier Investment Management Mutual Funds    ICA Fund Services Corp.
601 Union Street, Suite 2801                  4455 E. Camelback Road, Suite 261E
Seattle, Washington 98101                     Phoenix, AZ 85018
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


RAINIER INVESTMENT MANAGEMENT                 ICA FUND SERVICES CORP.
MUTUAL FUNDS
on behalf of the
Growth Equity Portfolio

By:                                           By:
   -----------------------------                 -----------------------------

Title:                                        Title:
      --------------------------                    --------------------------


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission