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:
<PAGE>
     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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<PAGE>
     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. Glenn Haber                  By: /s/ J. Glenn Haber
    ------------------------------          ------------------------------
    Title: Chairman                         Title: Principal

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<PAGE>
                                   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. Glenn Haber                  By: /s/ J. Glenn Haber
    ------------------------------          ------------------------------
    Title: Chairman                         Title: Principal

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