0001193125-15-029412 Sample Contracts

FIFTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • February 2nd, 2015 • Rainier Investment Management Mutual Funds

THIS FIFTH AMENDMENT dated as of December 1, 2014, to the Distribution Agreement dated as of April 1, 2006, as amended December 1, 2008, March 14, 2012, December 1, 2012 and May 16, 2014 (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, LLC (the “Advisor”).

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AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • February 2nd, 2015 • Rainier Investment Management Mutual Funds • Washington

This AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (“Agreement”) is effective as of the 1st day of August, 2014, 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, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Rainier”).

EIGHTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 2nd, 2015 • Rainier Investment Management Mutual Funds

THIS EIGHTH AMENDMENT, dated as of December 1, 2014, to the Transfer Agent Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 4, 2010, September 19, 2011, March 14, 2012, December 1, 2012, March 7, 2014 and May 16, 2014 (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”).

SIXTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 2nd, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of December 1, 2014, to the Fund Administration Servicing Agreement dated as of April 1, 2006, as amended December 5, 2008, March 14, 2012, December 1, 2012, March 7, 2014 and May 16, 2014 (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”).

SIXTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 2nd, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of December 1, 2014, to the Fund Accounting Servicing Agreement, dated as of April 1, 2006, as amended December 5, 2008, March 14, 2012, December 1, 2012, March 7, 2012 and May 16, 2014 (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”).

SIXTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • February 2nd, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of December 1, 2014 to the Custody Agreement, dated as of April 1, 2006, as amended December 1, 2008, February 10, 2012, December 1, 2012, March 7, 2014 and May 16, 2014 (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”).

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