SECOND AMENDMENT TO THE CUSTODY AGREEMENT

SECOND AMENDMENT TO THE

THIS SECOND AMENDMENT, dated as of the 10^th 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”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to add a new fund, to amend Sections 3.3(f) and 10.3 and to amend the fees;

WHEREAS, Article 14.2 of the Agreement allows for an amendment by a written instrument executed by both parties;

WHEREAS, the Custodian is a U.S. Bank under Rule 17f-5 of the Investment Company Act of 1940;

NOW, THEREFORE, the parties agree as follows:

Section 3.3(f) of the Agreement is hereby amended, restated and replaced in its entirety with the following:

The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian will promptly notify the Trust of any material changes in the custody risks of maintaining assets with an Eligible Securities Depository.

Section 10.3 of the Agreement is hereby amended, restated and replaced in its entirety with the following:

Security. If the Custodian advances cash or Securities to the Fund for any purpose, either at the Trust’s request or as otherwise contemplated in this Agreement, or in the event that the Custodian or its nominee incurs, in connection with its performance under this Agreement, any claim, demand, loss, expense or

liability (including reasonable attorneys’ fees) (except such as may arise from its or its nominee’s bad faith, negligence or willful misconduct), then, in any such event, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail promptly to repay or indemnify the Custodian, the Custodian shall be entitled to utilize available cash of such Fund and to dispose of other assets of such Fund to the extent necessary to obtain reimbursement or indemnification (except such as may arise from its or its nominee’s bad faith, negligence or willful misconduct).

Exhibit C of the Agreement is hereby superseded and replaced with Exhibit C attached hereto.

Exhibit D of the Agreement is hereby superseded and replaced with Exhibit D attached hereto

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.


RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS				U.S. BANK, N.A.


By:				By: __________________________

Printed Name:				Printed Name: Xxxxxxx X. XxXxx

Title:				Title: Vice President

Exhibit C

to the Custody Agreement

Separate Series of Rainier Investment Management Mutual Funds


Name of Series	Date Added
Rainier Balanced Portfolio		05-10-1994
Rainier Balanced Portfolio I		05-02-2002
Rainier Large Cap Equity Portfolio		05-10-1994
Rainier Large Cap Equity Portfolio I		05-02-2002
Rainier Intermediate Fixed Income Portfolio		05-02-2002
Rainier Small/Mid Cap Equity Portfolio		05-10-1994
Rainier Small/Mid Cap Equity Portfolio I		05-02-2002
Rainier Mid Cap Equity Portfolio		12-07-2005
Rainier Mid Cap Equity Portfolio		12-07-2005
Rainier High Yield Portfolio		03-31-2009	(1)
Rainier International Discovery Fund,		on or about 03-28-2012	(2)

(1)

The $[ ] minimum fee per Exhibit D has been lowered to $[ ] until 12/31/12.

(2)

No Minimum fee will apply for the first 12 months following the launch date of the Fund.

Exhibit D to the Custody Agreement – Rainier


RAINIER MUTUAL FUNDS TRANSFER AGENCY, FUND ACCOUNTING, DOMESTIC CUSTODY, AND REGULATORY DISTRIBUTION AND FUND ADMINISTRATION SERVICES MASTER ANNUAL FEE SCHEDULE at February, 2012
The following is a combined fee schedule for all services provided by U.S. Bancorp Fund Services, LLC to The Rainier Funds ANNUAL FEE BASED ON TOTAL ASSETS OF THE FUND COMPLEX UP TO 7 FUNDS AND 2 CLASSES EACH.* [ ] Basis Points on the first $[ ] billion [ ] Basis Points on the next $[ ] billion [ ] Basis Points on the next $[ ] billion [ ] Basis Points thereafter Complex Minimum: $[ ] ($[ ] per fund minimum) This fee will be reduced by the distribution fee paid to Quasar as described below. REGULATORY DISTRIBUTION (QUASAR) ALLOCATION TO BE PAID DIRECTLY THROUGH 12b-1 FEES OR BY ADVISER ANNUAL FEE OF $[ ] PER FUND* – I SHARES - $[ ] MINIMUM ORIGINAL SHARES - $[ ] MAXIMUM
Out of Pocket Costs Included in Basis Points Service Fee: – Shareholder Communication Stationery § Statements, confirms, etc. § Postage – Shareholder Mailing and Inserting – Voice Response Services § Account inquiry/maintenance/transactions – 800 Telephone Service Cost – Anti-Money Laundering Service – Security Pricing – Corporate Action Services – Manual Security Pricing – XXXXX filings, retention of records – US Bancorp Employee Board Meeting Travel – Adhoc reports – Sales reporting – Financial Advisor/Broker Web Access (Vision) § Inquiry/transactions activity – NSCC – Fund/SERV, Networking Services – Advertising Compliance Reviews (allocated to Quasar fees) Annual Supervision of Licensed Registered Reps up to 12		Out of Pocket Costs NOT Included in Basis Points Service Fee (appropriate distribution/marketing items will be allocated to Quasar): – Printing of Prospectus, Annual/semi Reports, Advertising and Sales Materials – Proxies and Proxies Services – Literature Fulfillment Service – Engagement of designers, free-xxxxx writers and public relations firms – Fair Value Pricing Services – Shareholder Web Access (FanWeb) § Setup/maintenance/activity – Money Center Trading Services – Chief Compliance Officer Services support – Business On-Line Sales Solutions (B.O.S.S.) – FINRA Advertising filing fees – FINRA out of pocket fees, to include State Registration and filing fees – Annual Supervision of Licensed Registered Reps greater than [ ] Additional Funds: Fee Schedule to be re-negotiated; if number of Funds exceeds seven. Effective Period for Fee Schedule: remove? Additional Class Set-up and conversion costs: None

Exhibit D to the Custody Agreement


RAINIER MUTUAL FUNDS QUASAR DISTRIBUTORS, LLC REGULATORY DISTRIBUTION SERVICES ANNUAL FEE SCHEDULE at February, 2012
ANNUAL FEE OF $[ ] PER FUND – I SHARES - $[ ] MINIMUM – ORIGINAL SHARES - $[ ] MAXIMUM
Out of Pocket Costs Included in Service Fee: – NSCC – Fund/SERV, Networking Services – Advertising Compliance Reviews – Sales reporting – Annual Supervision of Licensed Registered Reps up to 12 – All other standard out of pocket costs		Out of Pocket Costs Not Included in Service Fee: – FINRA Advertising filing fees – FINRA out of pocket fees, to include State Registration and filing fees – Annual Supervision of Licensed Registered Reps greater than 12 Additional Class Set-up and conversion costs: None

Exhibit D to the Custody Agreement – Rainier

GLOBAL SUB-CUSTODIAL SERVICES

ANNUAL FEE SCHEDULE at March, 2012

Country

Instrument

Safekeeping

(BPS)

Transaction

Fee

Country

Instrument

Safekeeping

(BPS)

Transaction

Fee

Argentina

All

[ ]

$[ ]

Lithuania

All

[ ]

$[ ]

Australia

All

[ ]

$[ ]

Luxembourg

All

[ ]

$[ ]

Austria

All

[ ]

$[ ]

Malaysia

All

[ ]

$[ ]

Bahrain

All

[ ]

$[ ]

Mali*

All

[ ]

$[ ]

Bangladesh

All

[ ]

$[ ]

Malta

All

[ ]

$[ ]

Belgium

All

[ ]

$[ ]

Mauritius

All

[ ]

$[ ]

Benin*

All

[ ]

$[ ]

Mexico

All

[ ]

$[ ]

Bermuda

All

[ ]

$[ ]

Morocco

All

[ ]

$[ ]

Botswana

All

[ ]

$[ ]

Namibia

All

[ ]

$[ ]

Brazil

All

[ ]

$[ ]

Netherlands

All

[ ]

$[ ]

Bulgaria

All

[ ]

$[ ]

New Zealand

All

[ ]

$[ ]

Burkina Faso*

All

[ ]

$[ ]

Niger*

All

[ ]

$[ ]

Canada

All

[ ]

$[ ]

Nigeria

All

[ ]

$[ ]

Cayman Islands*

All

[ ]

$[ ]

Norway

All

[ ]

$[ ]

Channel Islands*

All

[ ]

$[ ]

Oman

All

[ ]

$[ ]

Chile

All

[ ]

$[ ]

Pakistan

All

[ ]

$[ ]

China “A” Shares

All

[ ]

$[ ]

Palestinian
Autonomous Area*

All

[ ]

$[ ]

China “B” Shares

All

[ ]

$[ ]

Peru

All

[ ]

$[ ]

Columbia

All

[ ]

$[ ]

Philippines

All

[ ]

$[ ]

Costa Rica

All

[ ]

$[ ]

Poland

All

[ ]

$[ ]

Croatia

All

[ ]

$[ ]

Portugal

All

[ ]

$[ ]

Cyprus*

All

[ ]

$[ ]

Qatar

All

[ ]

$[ ]

Czech Republic

All

[ ]

$[ ]

Romania

All

[ ]

$[ ]

Denmark

All

[ ]

$[ ]

Russia

Equities/Bonds

[ ]

$[ ]

Ecuador

All

[ ]

$[ ]

Russia

MINFINs

[ ]

$[ ]

Egypt

All

[ ]

$[ ]

Senegal*

All

[ ]

$[ ]

Estonia

All

[ ]

$[ ]

Serbia*

All

[ ]

$[ ]

Euromarkets(3)

All

[ ]

$[ ]

Singapore

All

[ ]

$[ ]

Finland

All

[ ]

$[ ]

Slovak Republic

All

[ ]

$[ ]

France

All

[ ]

$[ ]

Slovenia

All

[ ]

$[ ]

Germany

All

[ ]

$[ ]

South Africa

All

[ ]

$[ ]

Ghana

All

[ ]

$[ ]

South Korea

All

[ ]

$[ ]

Greece

All

[ ]

$[ ]

Spain

All

[ ]

$[ ]

Guinea Bissau*

All

[ ]

$[ ]

Sri Lanka

All

[ ]

$[ ]

Hong Kong

All

[ ]

$[ ]

Swaziland

All

[ ]

$[ ]

Hungary

All

[ ]

$[ ]

Sweden

All

[ ]

$[ ]

Iceland

All

[ ]

$[ ]

Switzerland

All

[ ]

$[ ]

India

All

[ ]

$[ ]

Taiwan

All

[ ]

$[ ]

Indonesia

All

[ ]

$[ ]

Thailand

All

[ ]

$[ ]

Ireland

All

[ ]

$[ ]

Togo*

All

[ ]

$[ ]

Israel

All

[ ]

$[ ]

Trinidad &
Tobago*

All

[ ]

$[ ]

Italy

All

[ ]

$[ ]

Tunisia

All

[ ]

$[ ]

Ivory Coast

All

[ ]

$[ ]

Turkey

All

[ ]

$[ ]

Jamaica*

All

[ ]

$[ ]

UAE

All

[ ]

$[ ]

Japan

All

[ ]

$[ ]

United Kingdom

All

[ ]

$[ ]

Jordan

All

[ ]

$[ ]

Ukraine

All

[ ]

$[ ]

Kazakhstan

All

[ ]

$[ ]

Uruguay

All

[ ]

$[ ]

Kenya

All

[ ]

$[ ]

Venezuela

All

[ ]

$[ ]

Latvia

Equities

[ ]

$[ ]

Vietnam*

All

[ ]

$[ ]

Latvia

Bonds

[ ]

$[ ]

Zambia

All

[ ]

$[ ]

Lebanon

All

[ ]

$[ ]

* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.

§	For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Cash Transactions:

§	3^rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3^rd party will be charged $[ ].

Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim. (Fee is waived)

Out of Pocket Expenses

Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

§	A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

§	SWIFT reporting and message fees.

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SECOND AMENDMENT TO THE CUSTODY AGREEMENT

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