THIRD AMENDMENT TO THE CUSTODY AGREEMENT

EX.99.g.iv

THIRD AMENDMENT TO THE

CUSTODY AGREEMENT

THIS THIRD AMENDMENT, dated as of the 1^st day of December, 2012, to the Custody Agreement, dated as of April 1, 2006, as amended December 1, 2008 and February 10, 2012 (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 share class 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:

Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.

Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto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 Third 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:		/s/ Xxxxxxx X. Xxxxxxx				By:		/s/ Xxxxxxx X. XxXxx
Printed Name: Xxxxxxx X. Xxxxxxx						Printed Name: Xxxxxxx X. XxXxx
Title: CEO/President						Title: Senior Vice President

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Amended Exhibit C

to the Custody Agreement

Separate Series of Rainier Investment Management Mutual Funds

Name of Series		Date Added
Rainier Balanced Fund O		05-10-1994
Rainier Balanced Fund I		05-02-2002
Rainier Large Cap Equity Fund O		05-10-1994 (3)
Rainier Large Cap Equity Fund I		05-02-2002 (3)
Rainier Intermediate Fixed Income Fund O		05-02-2002
Rainier Small/Mid Cap Equity Fund O		05-10-1994
Rainier Small/Mid Cap Equity Fund I		05-02-2002
Rainier Mid Cap Equity Fund O		12-07-2005
Rainier Mid Cap Equity Fund I		12-07-2005
Rainier High Yield Fund I		03-31-2009 (1)
Rainier High Yield Fund O		07-31-2012 (1)
Rainier International Discovery Fund O		03-28-2012 (2)
Rainier International Discovery Fund, A		11-30-2012 (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 [        ] months following the launch date of the Fund.

(3) Effective 1/1/2013, a [        ] basis point fee waiver will be in place for both classes of the Large Cap Equity Fund until 7/31/2014.

Updated: January 1, 2013

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Amended 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 AS OF JANUARY 2013

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 COMPLEXT 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, OUT OF SALES CHARGES OR BY ADVISER

ANNUAL FEE OF $[        ] PER FUND

[        ] 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   •         U.S. Bancorp Employee Board Meeting Travel   •         Ad hoc 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 [        ] 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 (Fan Web)   •         Setup/maintenance/activity   •         Money Center Trading Services   •         Chief Compliance Officer Services   •         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.   Additional Class Set-up and conversion costs: None

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Amended Exhibit D (continued) to the Custody Agreement – Rainier

GLOBAL SUB-CUSTODIAL SERVICES

ANNUAL FEE SCHEDULE at January, 2013

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.

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• 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 $50 per claim.

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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