0001193125-16-662690 Sample Contracts

RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS MANAGEMENT AGREEMENT
Management Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds • Delaware

AGREEMENT made this 18th day of April, 2016, by and between RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS (the “Trust”), a trust organized under the laws of the State of Delaware, on behalf of each series of the Trust listed on Exhibit A hereto, as may be amended from time to time (individually, a “Fund” and collectively, the “Funds”), and MANNING & NAPIER ADVISORS, LLC (the “Advisor”), a Delaware limited liability company.

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AMENDMENT NO. 1 TO RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS MANAGEMENT AGREEMENT
Funds Management Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

This Amendment to the Rainier Investment Management Mutual Funds Management Agreement (the “Amendment”), is effective as of April 30, 2016, and is made by and between Rainier Investment Management Mutual Funds (the “Trust”) and Manning & Napier Advisors, LLC (the “Advisor,” and together with the Trust, the “Parties”).

EIGHTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

THIS EIGHTH AMENDMENT, effective as of April 18, 2016 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, February 2, 2015 and March 27, 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”).

AMENDMENT NO. 1 TO RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS MANAGEMENT AGREEMENT
Funds Management Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

This Amendment to the Rainier Investment Management Mutual Funds Management Agreement (the “Amendment”), is effective as of April 30, 2016, and is made by and between Rainier Investment Management Mutual Funds (the “Trust”) and Rainier Investment Management, LLC (the “Advisor,” and together with the Trust, the “Parties”).

TENTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

THIS TENTH AMENDMENT, effective as of April 18, 2016, 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, February 2, 2015 and March 27, 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”).

EIGHTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

THIS EIGHTH AMENDMENT, effective as of April 18, 2016 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, February 2, 2015 and March 27, 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”).

AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT
Operating Expenses Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds • Washington

This AMENDED AND RESTATED OPERATING EXPENSES AGREEMENT (“Agreement”) is effective as of the 1st day of August, 2016, 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 MANNING & NAPIER ADVISORS, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“MNA’).

SEVENTH AMENDMENT TO THE DISTRIBUTION AGREEMENT
Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

THIS SEVENTH AMENDMENT, effective as of April 18, 2016, to the Distribution Agreement dated as of April 1, 2006, as amended December 1, 2008, March 14, 2012, December 1, 2012, May 16, 2014, February 2, 2015 and March 27, 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”).

EIGHTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • July 29th, 2016 • Rainier Investment Management Mutual Funds

THIS EIGHTH AMENDMENT, effective as of April 18, 2016, 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, February 2, 2015 and March 27, 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”).

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