FIFTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
EX.99.h.iii.E
FIFTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
THIS FIFTH AMENDMENT, dated as of the 1st day of December, 2012, to the Transfer Agent Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 4, 2010, September 19, 2011 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”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add a share class and to amend the fees; and
WHEREAS, Section 12 of the Agreement allows for an amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Amended Exhibit A is superseded and replaced with Amended Exhibit A attached hereto.
Amended Exhibit B is superseded and replaced with Amended Exhibit B attached hereto.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 Fifth 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. BANCORP FUND SERVICES, LLC | |||||||
| By: | /s/ Xxxxxxx X. Xxxxxxx |
By: | /s/ Xxxxxxx X. XxXxx | |||||
| Printed Name: Xxxxxxx X. Xxxxxxx | Printed Name: Xxxxxxx X. XxXxx | |||||||
| Title: CEO/President | Title: Executive Vice President | |||||||
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Amended Exhibit A
to the Transfer Agent Servicing Agreement
Separate Series of Rainier Investment Management Mutual Funds
| Name of Series | Date Added | |
| Rainier Balanced Fund 0 | 05-10-1994 | |
| Rainier Balanced Fund I | 05-02-2002 | |
| Rainier Large Cap Equity Fund 0 | 05-10-1994 (3) | |
| Rainier Large Cap Equity Fund I | 05-02-2002 (3) | |
| Rainier Intermediate Fixed Income Fund O | 05-02-2002 | |
| Rainier Smal/Mid Cap Equity Fund 0 | 05-10-1994 | |
| Rainier Small/Mid Cap Equity Fund I | 05-02-2002 | |
| Rainier Mid Cap Equity Fund 0 | 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 0 | 07-31-2012 (1) | |
| Rainier International Discovery Fund I | 03-28-2012 (2) | |
| Rainier International Discovery Fund A | 11-30-2012 (2) |
| (1) | The $25,000 minimum fee per Exhibit B has been lowered to $10,000 untill 2/31112. |
| (2) | No Minimum fee will apply for the first 12 months following the launch date of the Fund. |
| (3) | Effective 111/2013, a 2 basis point fee waiver will be in place for both classes of the Large Cap Equity Fund until 7/31/2014. |
Updated: as of January 1, 2013
2
Amended Exhibit B to the Transfer Agent Servicing 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
3
Amended Exhibit B (continued) to the Transfer Agent Servicing Agreement
Fulfillment Processing Service levels and fees effective September 1, 2011
Service Level
Fulfillment Processing
Order Processing Standards
| Service Component |
Performance Level | |
| Orders – Priority | Same day turnaround prior to 4PM EST | |
| Orders – Standard | Same day turnaround prior to 12 PM EST | |
| Orders – Best Way | Next day turnaround after 12 PM EST | |
Print on Demand (POD) Performance Standards
The information set forth below establishes the Performance Standards to measure Capital Fulfillment Group’s (“CFG”) performance under the Document Management Program (Print on Demand). POD items must have been established as POD and have a confirmed PDF or “Print Ready” File with the CFG XXX Xxxxxxx 00 hours prior to a print production run.
| Service Component |
Performance Level | |
| Product Fill rates: POD | Same day turnaround for POD items | |
| Product Fill rates: POD Plus | 24 Hours of Digital Printing that requires | |
| Finishing or Bindery. | ||
| Product Fill rates: Stock | 30 day turnaround for stock items. | |
| On Request – POD | 48 hour turnaround for approved PDF’s. | |
| Accuracy | No more than 5% of the impressions printed contain errors. |
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Amended Exhibit B (continued) to the Transfer Agent Servicing Agreement
Fulfillment Processing Service levels and fees effective September 1, 2011
Monthly Management (PICK & PACK) Fee
| Kit Building |
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| Collate/Insert (per SKU) |
$ | [ | ] | |
| Seal |
$ | [ | ] | |
| Label |
$ | [ | ] | |
| Shrink Wrapping |
$ | [ | ] | |
| Other Pick/Pack Kit Assembly and Fulfillment |
||||
| LINE Charge – Per SKU |
$ | [ | ] | |
| UNIT Charge – Quantity Picked |
$ | [ | ] | |
| Promotional/Premiums Fulfillment |
$ | [ | ] | |
| Other Mgt & Processing |
||||
| Receive Data from USBFS (Batch Transmission) |
$ | NC | ||
| Receive Data from Client Source |
$ | NC | ||
| ORDER charge (Per Order) |
$ | [ | ] | |
| Order Charge – Manual |
$ | [ | ] | |
| Inventory Management |
||||
| Inventory Receiving |
$ | [ | ]/sku | |
| Inventory Destruction |
$ | [ | ]/sku | |
| Inventory Storage – Baseline Pricing |
||||
| CFG does not charge for the storage of Kits, POD and JIT items |
||||
| Forward |
$ | [ | ] | |
| Carton |
$ | [ | ] | |
| Pallet |
$ | [ | ] |
| * | All postage charges are represented as pass through costs. |
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