0001193125-13-307172 Sample Contracts

THIRD AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

THIS THIRD AMENDMENT, dated as of the 1st day of December, 2012, to the Fund Administration 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”).

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THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

THIS THIRD AMENDMENT, dated as of the 1st 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”).

FIFTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

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”).

RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT
Management Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO.5 (the “Amendment”) is made as of this 13th day of November, 2012, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and RAINIER INVESTMENT MANAGEMENT, INC. (the “Adviser”), a Washington corporation, with respect to that Management Agreement between the Trust and the Adviser dated May 6, 1994, as amended by Amendment No. 1 on June 15, 2000, Amendment No.2 on December 27, 2005,Amendment No.3 on March 31, 2009 and Amendment No.4 on March 14, 2012 (collectively, the “Agreement”).

THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

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”).

FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

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”).

THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

THIS THIRD AMENDMENT, dated as of the 19th day of September, 2011, to the Transfer Agent Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008 and March 4, 2010, (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”).

THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds

THIS THIRD AMENDMENT dated as of the 1st day of December, 2012, to the Distribution Agreement dated as of April 1, 2006, as amended December 1, 2008 and March 14, 2012 (the “Agreement”), is entered into by and among RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (the “Trust”), QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”) and RAINIER INVESTMENT MANAGEMENT, INC. (the “Advisor”).

AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • July 29th, 2013 • Rainier Investment Management Mutual Funds • Washington

This AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (“Agreement”) is effective as of the 1st day of August, 2013, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS, a Delaware statutory trust (“Trust”), on behalf of each series of the Trust listed in Appendix A hereto, as may be amended from time to time (each, a “Fund”), and RAINIER INVESTMENT MANAGEMENT, INC., a corporation organized and existing under the laws of the State of Washington (“Rainier”).

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