RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT

RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS

AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT

THIS AMENDMENT NO. 4 (this “Amendment”) is made this          day of                                 ,             , 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 “Advisor”), a Washington corporation, with respect to the Management Agreement (the “Agreement”) between the Trust and the Advisor dated May 6, 1994, as amended by Amendment No. 1 on June 15, 2000, Amendment No. 2 on December 27, 2005 and Amendment No. 3 on March 31, 2009.

This Amendment is for the purpose of adding an additional series of the Trust to the Agreement.

1. Exhibit A to the Agreement is hereby amended in its entirety and replaced with Exhibit A attached to this Amendment.

2. Except a expressly amended by this Amendment, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all on the day and year first above written.

RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS						RAINIER INVESTMENT MANAGEMENT, INC.
By:						By:

Title:  Title: 

EXHIBIT A

                                     ,             

Fund		Annual Advisory		Effective Date
		Fee Rate
Rainier Small/Mid Cap Equity Portfolio		0.85%		May 6, 1994
Rainier Large Cap Equity Portfolio		0.75%		May 6, 1994
Rainier Balanced Portfolio		0.70%		May 6, 1994
Rainier Intermediate Fixed Income Portfolio		0.50%		May 6, 1994
Rainier Mid Cap Equity Portfolio		0.85%		December 27, 2005
Rainier High Yield Portfolio		0.55%		March 31, 2009
Rainier International Discovery Fund		1.00%

RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS						RAINIER INVESTMENT MANAGEMENT, INC.
By:						By:

Title:  Title: