Rainier Investment Management Mutual Funds Sample Contracts

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...
Administration Agreement • June 29th, 2001 • Rainier Investment Management Mutual Funds • Washington
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DISTRIBUTION AGREEMENT
Distribution Agreement • July 26th, 2007 • Rainier Investment Management Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this 1st day of April, 2006, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust, (the “Trust”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). RAINIER INVESTMENT MANAGEMENT, INC., a Washington corporation and the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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CUSTODY AGREEMENT
Custody Agreement • July 26th, 2007 • Rainier Investment Management Mutual Funds • Ohio

The Shareholder Communications Act of 1985 requires banks and trust companies to make an effort to permit direct communication between a company which issues securities and the shareholder who votes those securities.

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FUND ACCOUNTING SERVICING AGREEMENT THIS AGREEMENT is made and entered into this 1st day of April, 2006,
Fund Accounting Servicing Agreement • July 26th, 2007 • Rainier Investment Management Mutual Funds • Wisconsin

by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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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"),...
Transfer Agency and Service Agreement • June 5th, 2000 • Rainier Investment Management Mutual Funds
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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 26th, 2007 • Rainier Investment Management Mutual Funds • Wisconsin
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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...
Operating Expenses Agreement • June 29th, 2001 • Rainier Investment Management Mutual Funds • Washington
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FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 26th, 2007 • Rainier Investment Management Mutual Funds • Wisconsin

THIS AGREEMENT is made and entered into this 1st day of April, 2006, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • March 24th, 2016 • Angel Oak Funds Trust • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT, dated as of January 13, 2016, is made and entered into by and between the Angel Oak Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto, which may be amended from time to time (the “Funds”), and Angel Oak Capital Advisors, LLC (the “Adviser”).

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RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS MANAGEMENT AGREEMENT
Management Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds • Delaware

AGREEMENT made this 18th day of April, 2016, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a trust organized under the laws of the State of Delaware, on behalf of each series of the Trust listed on Exhibit A hereto, as may be amended from time to time (individually, a “Fund” and collectively, the “Funds”), and MANNING & NAPIER ADVISORS, LLC (the “Advisor”), a Delaware limited liability company.

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FIFTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS FIFTH AMENDMENT dated as of February 2, 2015, to the Distribution Agreement dated as of April 1, 2006, as amended December 1, 2008, March 14, 2012, December 1, 2012 and May 16, 2014 (the “Agreement”), is entered into by and among RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and RAINIER INVESTMENT MANAGEMENT, LLC (the “Advisor”).

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SIXTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of February 2, 2015, to the Fund Accounting Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 14, 2012, December 1, 2012, March 7, 2012 and May 16, 2014 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS SECOND AMENDMENT, dated as of the 10th day of February, 2012, to the Custody Agreement, dated as of April 1, 2006, as amended December 1, 2008 (the Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANK, N. A., a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 29th, 2014 • Rainier Investment Management Mutual Funds

THIS FOURTH AMENDMENT, dated as of March 7, 2014, to the Fund Administration Servicing Agreement dated as of April 1, 2006, as amended December 5, 2008, March 14, 2012 and December 1, 2012 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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SECOND AMENDMENT TO THE ANGEL OAKS FUNDS TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 24th, 2016 • Angel Oak Funds Trust

THIS SECOND AMENDMENT dated as of March 21, 2016, to the Fund Administration Servicing Agreement, dated as of October 16, 2014, as amended June 30, 2015 (the "Agreement"), is entered into by and between ANGEL OAK FUNDS TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

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to the INVESTMENT ADVISORY AGREEMENT Dated October 16, 2014 between
Investment Advisory Agreement • March 24th, 2016 • Angel Oak Funds Trust

IN WITNESS WHEREOF, the parties hereto have caused this Schedule A to be duly executed by their duly authorized officers, as of January 13, 2016.

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FIFTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 29th, 2014 • Rainier Investment Management Mutual Funds

THIS FIFTH AMENDMENT, dated as of May 16, 2014, to the Custody Agreement, dated as of April 1, 2006, as amended December l, 2008, February 10, 2012, December 1, 2012 and March 7, 2014 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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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").

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FIFTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 29th, 2014 • Rainier Investment Management Mutual Funds

THIS FIFTH AMENDMENT, dated as of May 16, 2014, to the Fund Accounting Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 14, 2012, December 1, 2012 and March 7, 2012 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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Board of Trustees Rainier Investment Management Mutual Funds C/O Manning & Napier, Inc. Fairport, New York, 14450 Board of Trustees Manning & Napier Fund, Inc. Fairport, New York, 14450
Agreement and Plan of Reorganization • April 18th, 2017 • Manning & Napier Fund, Inc /Ny/

Re: Agreement and Plan of Reorganization, dated as of [•], 2017 (the “Agreement”), between and among Rainier Investment Management Mutual Funds, a Delaware statutory trust (“Rainier Trust”), on behalf of its series, Rainier International Discovery Fund (the “Acquired Series”), and Manning & Napier Fund, Inc., a Maryland corporation (“MN Funds”), on behalf of its series, Manning & Napier Rainier International Discovery Series (the “Surviving Series”), and solely for the purposes of Sections 13(b) and 17(b) of the Agreement, Manning & Napier Advisors, LLC (“MNA”).

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RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT
Management Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 4 (this “Amendment”) is made this day of , , 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 the Management Agreement (the “Agreement”) between the Trust and the Advisor dated May 6, 1994, as amended by Amendment No. 1 on June 15, 2000, Amendment No. 2 on December 27, 2005 and Amendment No. 3 on March 31, 2009.

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THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

THIS THIRD AMENDMENT, dated as of the 1st day of December, 2012, to the Fund Administration Servicing Agreement dated as of April 1, 2006, as amended December 5, 2008 and March 14, 2012 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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FOURTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • July 29th, 2014 • Rainier Investment Management Mutual Funds

THIS FOURTH AMENDMENT dated as of May 16, 2014, to the Distribution Agreement dated as of April 1, 2006, as amended December 1, 2008, March 14, 2012 and December 1, 2012 (the “Agreement”), is entered into by and among RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and RAINIER INVESTMENT MANAGEMENT, LLC (the “Advisor”).

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EIGHTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS EIGHTH AMENDMENT, dated as of February 2, 2015, to the Transfer Agent Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 4, 2010, September 19, 2011, March 14, 2012, December 1, 2012, March 7, 2014 and May 16, 2014 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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AMENDMENT NO. 1 TO RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS MANAGEMENT AGREEMENT
Mutual Funds Management Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

This Amendment to the Rainier Investment Management Mutual Funds Management Agreement (the “Amendment”), is effective as of April 30, 2016, and is made by and between Rainier Investment Management Mutual Funds (the “Trust”) and Manning & Napier Advisors, LLC (the “Advisor,” and together with the Trust, the “Parties”).

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RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 8 TO MANAGEMENT AGREEMENT
Management Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 8 (the “Amendment”) is made as of this 3rd day of June, 2015, 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, LLC (the “Adviser”), a Delaware limited liability company, with respect to that Management Agreement between the Trust and the Adviser dated May 6, 1994, as amended by Amendment No. 1 on June 15, 2000, Amendment No. 2 on December 27, 2005, Amendment No. 3 on March 31, 2009, Amendment No. 4 on March 14, 2012, Amendment No. 5 on November 13, 2012, Amendment No. 6 on December 31, 2013, and Amendment No. 7 on March 7, 2014 (collectively, the “Agreement”).

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Exhibit 99.5 RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS SHARE DISTRIBUTION AGREEMENT This Agreement, made as of the 1st day of October 2001, between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware business trust, (the "Trust"), and QUASAR...
Share Distribution Agreement • March 1st, 2002 • Rainier Investment Management Mutual Funds • Washington
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EIGHTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

THIS EIGHTH AMENDMENT, effective as of April 18, 2016 to the Custody Agreement, dated as of April 1, 2006, as amended December 1, 2008, February 10, 2012, December 1, 2012, March 7, 2014, May 16, 2014, February 2, 2015 and March 27, 2015 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANK N. A., a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 27th, 2012 • Rainier Investment Management Mutual Funds

THIS SECOND AMENDMENT, dated as of the 14th day of March, 2012, to the Fund Administration Servicing Agreement dated as of April 1, 2006, as amended December 5, 2008 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds • Washington

This AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (“Agreement”) is effective as of the 1st day of August, 2015, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (“Trust”), on behalf of each series of the Trust listed in Appendix A hereto, as may be amended from time to time (each, a “Fund”), and RAINIER INVESTMENT MANAGEMENT, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Rainier”).

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RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 7 TO MANAGEMENT AGREEMENT
Management Agreement • March 10th, 2014 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 7 (the “Amendment”) is made as of this 7th day of March, 2014, 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, LLC (the “Adviser”), a Delaware limited liability company, with respect to that Management Agreement between the Trust and the Adviser dated May 6, 1994, as amended by Amendment No. 1 on June 15, 2000, Amendment No. 2 on December 27, 2005, Amendment No. 3 on March 31, 2009, Amendment No. 4 on March 14, 2012, Amendment No. 5 on November 13, 2012 and Amendment No. 6 on December 31, 2013 (collectively, the “Agreement”).

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SIXTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of February 2, 2015 to the Fund Administration Servicing Agreement dated as of April 1, 2006, as amended December 5, 2008, March 14, 2012, December 1, 2012, March 7, 2014 and May 16, 2014 (the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • February 2nd, 2015 • Rainier Investment Management Mutual Funds • Washington

This AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (“Agreement”) is effective as of the 1st day of August, 2014, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (“Trust”), on behalf of each series of the Trust listed in Appendix A hereto, as may be amended from time to time (each, a “Fund”), and RAINIER INVESTMENT MANAGEMENT, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Rainier”).

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NINTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS NINTH AMENDMENT, dated as of March 27, 2015, to the Transfer Agent Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 4, 2010, September 19, 2011, March 14, 2012, December 1, 2012, March 7, 2014, May 16, 2014 and February 2, 2015(the “Agreement”), is entered into by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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