FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
FOURTH AMENDMENT TO THE
TRANSFER AGENT SERVICING AGREEMENT
THIS FOURTH AMENDMENT, dated as of the 14th day of March, 2012, to the Transfer Agent Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 4, 2010 and September 19, 2011, (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 fund 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:
Exhibit A is superseded and replaced with Amended Exhibit A attached hereto.
Amended Exhibit B is superseded and replaced with Amended Exhibit B attached hereto.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 Fourth 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: ________________________________________ | By: ______________________________________ | |||
| Printed Name:________________________________ | Printed Name: Xxxxxxx X. XxXxx | |||
| Title:_______________________________________ | Title: Executive Vice President | |||
1
Amended Exhibit A
to the Transfer Agent Servicing 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.
2
Amended Exhibit B to the Transfer Agent Servicing Agreement
| RAINIER MUTUAL FUNDS TRANSFER AGENCY, FUND ACCOUNTING, DOMESTIC CUSTODY, AND REGULATORY DISTRIBUTION AND FUND ADMINISTRATION SERVICES - MASTER ANNUAL FEE SCHEDULE at October, 2011
| ||
|
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 $[ ] [ ] Basis Points on the next $[ ] [ ] Basis Points on the next $[ ] [ ] 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
– 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 12
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
| |
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. | |
4
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 |
||
|
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 |
$ [ ] | |
| Order Mgt & Processing |
||
|
Receive Data from USBFS (Batch Transmission) |
$ [ ] | |
| Receive Data from Client Source |
$ [ ] | |
| 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.
5
