FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
THIS FOURTH AMENDMENT, dated as of March 7, 2014, to the Custody Agreement, dated as of April 1, 2006, as amended December 1, 2008, February 10, 2012 and December 1, 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”).
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the parties desire to amend the Agreement to add a new Fund and to amend the fees;
WHEREAS, Article 14.2 of the Agreement allows for an amendment by a written instrument executed by both parties;
WHEREAS, the Custodian is a U.S. bank under Rule 17f-5 of the Investment Company Act of 1940;
NOW, THEREFORE, the parties agree as follows:
Amended Exhibit C of the Agreement is hereby superseded and replaced with Amended Exhibit C attached hereto.
Amended Exhibit D of the Agreement is hereby superseded and replaced with Amended Exhibit D attached hereto
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| RAINIER INVESTMENT MANAGEMENT MUTUAL FUNDS | U.S. BANK, N.A. | |
| By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: CEO/President | Title: Senior Vice President | |
| 3/2014 | 1 |
Amended Exhibit C
to the Custody Agreement
Separate Series of Rainier Investment Management Mutual Funds
| Name of Series | Date Added | |
| Rainier Balanced Fund | 05-10-1994 | |
| Rainier Balanced Fund I | 05-02-2002 | |
| Rainier Large Cap Equity Fund | 05-10-1994 (2) | |
| Rainier Large Cap Equity Fund I | 05-02-2002 (2) | |
| Rainier Intermediate Fixed Income Fund | 05-02-2002 | |
| Rainier Small/Mid Cap Equity Fund | 05-10-1994 | |
| Rainier Small/Mid Cap Equity Fund I | 05-02-2002 | |
| Rainier Mid Cap Equity Fund | 12-07-2005 | |
| Rainier Mid Cap Equity Fund I | 12-07-2005 | |
| Rainier High Yield Fund I | 03-31-2009 | |
| Rainier High Yield Fund | 07-31-2012 | |
| Rainier International Discovery Fund | 03-28-2012 (1) | |
| Rainier International Discovery Fund, A | 11-30-2012 | |
| Rainier Large Cap Growth Equity Fund I | 03-11-2014 |
| (1) | No Minimum fee will apply for the first 12 months following the launch date of the Fund. |
| (2) | Effective 111/2013, a [ ] basis point fee waiver will be in place for both classes of the Large Cap Equity Fund until 7/31/2014. |
| 3/2014 | 2 |
Amended Exhibit D to the Custody Agreement – Rainier
| RAINIER MUTUAL FUNDS TRANSFER AGENCY, FUND ACCOUNTING, DOMESTIC CUSTODY, AND REGULATORY DISTRIBUTION AND | ||
| The following is a combined fee schedule for all services provided by U.S. Bancorp Fund Services, LLC to The Rainier Funds ANNUAL FEE BASED ON TOTAL ASSETS OF THE FUND COMPLEX UP TO [ ] FUNDS AND [ ] CLASSES EACH.* [ ] Basis Points on the first $[ ] [ ] Basis Points on the first $[ ] [ ] Basis Points on the first $[ ] [ ] Basis Points thereafter Complex Minimum: $[ ] ($[ ] per fund minimum) *This fee will be reduced by the distribution fee paid to Quasar as described below. REGULATORY DISTRIBUTION (QUASAR) ALLOCATION TO BE PAID DIRECTLY THROUGH 12b-1 FEES OR BY ADVISER ANNUAL FEE OF $[ ] PER FUND [ ] SHARES - $[ ] MINIMUM ORIGINAL SHARES – $[ ] MAXIMUM
| ||
| Out of Pocket Costs Included in Basis Points Services Fee: – Shareholder Communication Stationery ¡ Statements, confirms, etc. ¡ Postage – Shareholder Mailing and Inserting – Voice Response Services ¡ Account inquiry/maintenance/transactions – 800 Telephone Service Cost – Anti-Money Laundering Service – Security Pricing – Corporate Action Services – Manual Security Pricing – ▇▇▇▇▇ filings, retention of records – U.S. Bancorp Employee Board Meeting Travel – Adhoc reports – Sales reporting – Financial Advisor/Broker Web Access (Vision) ¡ Inquiry/transactions activity – NSCC – Fund/SERV, Networking Services – Advertising Compliance Reviews (allocated to Quasar fees) Annual Supervision of Licensed Registered Reps up to [ ] |
Out of Pocket Costs NOT Included in Basis Points Service Fee (appropriate distribution/marketing items will be allocated to Quasar): – Printing of Prospectus, Annual/semi Reports, Advertising and Sales Materials – Proxies and Proxies Services – Literature Fulfillment Service – Engagement of designers, free-▇▇▇▇▇ writers and public relations firms – Fair Value Pricing Services – Shareholder Web Access (FanWeb) ¡ Setup/maintenance/activity – Money Center Trading Services – Chief Compliance Officer Services – Business On-Line Sales Solutions (B.O.S.S.) – FINRA Advertising filing fees – FINRA out of pocket fees, to include State Registration and filing fees – Annual Supervision of Licensed Registered Reps greater than [ ] Additional Funds: Fee Schedule to be re-negotiated; if number of funds exceeds [ ].
Additional Class Set-up and conversion costs: None | |
| 3/2014 | 3 |
Amended Exhibit D (continued) to the Custody Agreement – Rainier
| GLOBAL SUB-CUSTODIAL SERVICES ANNUAL FEE SCHEDULE at March, 2014 | ||||||||||||||||
| Country | Instrument | Safekeeping (BPS) |
Transaction Fee | Country | Instrument | Safekeeping (BPS) | Transaction Fee | |||||||||
| Argentina |
All | [ ] | $[ ] | Lithuania | All | [ ] | $[ ] | |||||||||
| Australia |
All | [ ] | $[ ] | Luxembourg | All | [ ] | $[ ] | |||||||||
| Austria |
All | [ ] | $[ ] | Malaysia | All | [ ] | $[ ] | |||||||||
| Bahrain |
All | [ ] | $[ ] | Mali* | All | [ ] | $[ ] | |||||||||
| Bangladesh |
All | [ ] | $[ ] | Malta | All | [ ] | $[ ] | |||||||||
| Belgium |
All | [ ] | $[ ] | Mauritius | All | [ ] | $[ ] | |||||||||
| Benin* |
All | [ ] | $[ ] | Mexico | All | [ ] | $[ ] | |||||||||
| Bermuda |
All | [ ] | $[ ] | Morocco | All | [ ] | $[ ] | |||||||||
| Botswana |
All | [ ] | $[ ] | Namibia | All | [ ] | $[ ] | |||||||||
| Brazil |
All | [ ] | $[ ] | Netherlands | All | [ ] | $[ ] | |||||||||
| Bulgaria |
All | [ ] | $[ ] | New Zealand | All | [ ] | $[ ] | |||||||||
| Burkina Faso* |
All | [ ] | $[ ] | Niger* | All | [ ] | $[ ] | |||||||||
| Canada |
All | [ ] | $[ ] | Nigeria | All | [ ] | $[ ] | |||||||||
| Cayman Islands* |
All | [ ] | $[ ] | Norway | All | [ ] | $[ ] | |||||||||
| Channel Islands* |
All | [ ] | $[ ] | Oman | All | [ ] | $[ ] | |||||||||
| Chile |
All | [ ] | $[ ] | Pakistan | All | [ ] | $[ ] | |||||||||
| China “A” Shares |
All | [ ] | $[ ] | Palestinian Autonomous Area* | All | [ ] | $[ ] | |||||||||
| China “B” Shares |
All | [ ] | $[ ] | Peru | All | [ ] | $[ ] | |||||||||
| Columbia |
All | [ ] | $[ ] | Philippines | All | [ ] | $[ ] | |||||||||
| Costa Rica |
All | [ ] | $[ ] | Poland | All | [ ] | $[ ] | |||||||||
| Croatia |
All | [ ] | $[ ] | Portugal | All | [ ] | $[ ] | |||||||||
| Cyprus* |
All | [ ] | $[ ] | Qatar | All | [ ] | $[ ] | |||||||||
| Czech Republic |
All | [ ] | $[ ] | Romania | All | [ ] | $[ ] | |||||||||
| Denmark |
All | [ ] | $[ ] | Russia | Equities/Bonds | [ ] | $[ ] | |||||||||
| Ecuador |
All | [ ] | $[ ] | Russia | MINFINs | [ ] | $[ ] | |||||||||
| Egypt |
All | [ ] | $[ ] | Senegal* | All | [ ] | $[ ] | |||||||||
| Estonia |
All | [ ] | $[ ] | Serbia* | All | [ ] | $[ ] | |||||||||
| Euromarkets(3) |
All | [ ] | $[ ] | Singapore | All | [ ] | $[ ] | |||||||||
| Finland |
All | [ ] | $[ ] | Slovak Republic | All | [ ] | $[ ] | |||||||||
| France |
All | [ ] | $[ ] | Slovenia | All | [ ] | $[ ] | |||||||||
| Germany |
All | [ ] | $[ ] | South Africa | All | [ ] | $[ ] | |||||||||
| Ghana |
All | [ ] | $[ ] | South Korea | All | [ ] | $[ ] | |||||||||
| Greece |
All | [ ] | $[ ] | Spain | All | [ ] | $[ ] | |||||||||
| Guinea Bissau* |
All | [ ] | $[ ] | Sri Lanka | All | [ ] | $[ ] | |||||||||
| Hong Kong |
All | [ ] | $[ ] | Swaziland | All | [ ] | $[ ] | |||||||||
| Hungary |
All | [ ] | $[ ] | Sweden | All | [ ] | $[ ] | |||||||||
| Iceland |
All | [ ] | $[ ] | Switzerland | All | [ ] | $[ ] | |||||||||
| India |
All | [ ] | $[ ] | Taiwan | All | [ ] | $[ ] | |||||||||
| Indonesia |
All | [ ] | $[ ] | Thailand | All | [ ] | $[ ] | |||||||||
| Ireland |
All | [ ] | $[ ] | Togo* | All | [ ] | $[ ] | |||||||||
| Israel |
All | [ ] | $[ ] | Trinidad & Tobago* | All | [ ] | $[ ] | |||||||||
| Italy |
All | [ ] | $[ ] | Tunisia | All | [ ] | $[ ] | |||||||||
| Ivory Coast |
All | [ ] | $[ ] | Turkey | All | [ ] | $[ ] | |||||||||
| Jamaica* |
All | [ ] | $[ ] | UAE | All | [ ] | $[ ] | |||||||||
| Japan |
All | [ ] | $[ ] | United Kingdom | All | [ ] | $[ ] | |||||||||
| Jordan |
All | [ ] | $[ ] | Ukraine | All | [ ] | $[ ] | |||||||||
| Kazakhstan |
All | [ ] | $[ ] | Uruguay | All | [ ] | $[ ] | |||||||||
| Kenya |
All | [ ] | $[ ] | Venezuela | All | [ ] | $[ ] | |||||||||
| Latvia |
Equities | [ ] | $[ ] | Vietnam* | All | [ ] | $[ ] | |||||||||
| Latvia |
Bonds | [ ] | $[ ] | Zambia | All | [ ] | $[ ] | |||||||||
| Lebanon |
All | [ ] | $[ ] | |||||||||||||
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
| • | Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge. |
| 3/2014 | 4 |
Amended Exhibit D (continued) to the Custody Agreement -Rainier
| • | For all other markets specified above, surcharges may apply if a security is held outside of the local market. |
Cash Transactions:
| • | 3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $[ ]. |
Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim.
Out of Pocket Expenses
| • | Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. |
| • | A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. |
| • | SWIFT reporting and message fees. |
| 3/2014 | 5 |