THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
EX.99.h.ii.C
THIRD AMENDMENT TO THE
FUND ACCOUNTING SERVICING AGREEMENT
THIS THIRD AMENDMENT, dated as of the 1st day of December, 2012, to the Fund Accounting 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”).
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 15 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Amended Exhibit A of the Agreement is hereby superseded and replaced with Amended
Exhibit A attached hereto.
Amended Exhibit B of the Agreement is hereby superseded and replaced with Amended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 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. 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 Fund Accounting 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 0 | 05-02-2002 | |
| Rainier Small/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 $[ ] minimum fee per Exhibit B has been lowered to $[ ] until12/31/12. |
| (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: as of January 1, 2013
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Amended Exhibit B to the Fund Accounting 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 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, OUT OF SALES CHARGES OR BY ADVISER |
ANNUAL FEE OF $[ ] PER FUND
[ ] SHARES – $[ ] MINIMUM ORIGINAL SHARES – $[ ] MAXIMUM
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