0001193125-15-268219 Sample Contracts

FIFTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS FIFTH AMENDMENT dated as of February 2, 2015, 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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SIXTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of February 2, 2015, 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”).

EIGHTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS EIGHTH AMENDMENT, dated as of February 2, 2015, 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”).

RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 8 TO MANAGEMENT AGREEMENT
Management Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS AMENDMENT NO. 8 (the “Amendment”) is made as of this 3rd day of June, 2015, 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, LLC (the “Adviser”), a Delaware limited liability company, 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, Amendment No. 4 on March 14, 2012, Amendment No. 5 on November 13, 2012, Amendment No. 6 on December 31, 2013, and Amendment No. 7 on March 7, 2014 (collectively, the “Agreement”).

AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds • Washington

This AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (“Agreement”) is effective as of the 1st day of August, 2015, 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”).

SIXTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of February 2, 2015 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”).

NINTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS NINTH AMENDMENT, dated as of March 27, 2015, 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, May 16, 2014 and February 2, 2015(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”).

SEVENTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SEVENTH AMENDMENT, dated as of March 27, 2015 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, May 16, 2014 and February 2, 2015 (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”).

SEVENTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SEVENTH AMENDMENT, dated as of March 27, 2015, 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, May 16, 2014 and February 2, 2015 (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 DISTRIBUTION AGREEMENT
The Distribution Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT dated as of March 27, 2015, to the Distribution Agreement dated as of April 1, 2006, as amended December 1, 2008, March 14, 2012, December 1, 2012, May 16, 2014 and February 2, 2015 (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”).

SEVENTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SEVENTH AMENDMENT, dated as March 27, 2015 to the Custody Agreement, dated as of April 1, 2006, as amended December 1, 2008, February 10, 2012, December 1, 2012, March 7, 2014, May 16, 2014 and February 2, 2015 (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”).

SIXTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 29th, 2015 • Rainier Investment Management Mutual Funds

THIS SIXTH AMENDMENT, dated as of February 2, 2015 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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