Rainier Investment Management LLC

Item 5 – Fees and Compensation
Separate Accounts – Advisory Fees
Rainier’s fees for separate accounts are negotiable and are based on an annual percentage of the
fair market value of assets held in the separate account. Fees will be set forth in an advisory
agreement with each separate account client and determined based on the client’s needs, such as,
but not limited to, the complexity of the client’s investment objective and the number of portfolio
restrictions.

Generally, for International Small Cap Equity separate account clients, the fees are as follows:

   International Small
       Cap Equity
                          First $100 million of assets
          0.90%

                          Balance of assets
          0.75%

Minimum account size of $20,000,000.00
Minimum annual fee of $180,000.00

Specific advisory fees and expense-related information for the Rainier International Discovery
Series of the Manning & Napier Fund, Inc. can be found in the prospectus and statement of
additional information.
Rainier has entered into a relationship with SEI Trust Company, which has established and
maintains a Collective Investment Trust (the “Trust”) for the collective investment of assets of tax-
qualified employee benefit plans. Rainier provides investment advisory and client services to the
Trust. The fee is calculated based on the average daily assets under management and is disclosed
in each participation agreement. The fee paid by clients includes trustee fees, direct expenses of
the Trust and record keeping services in some share classes. The remaining amount, if any, is
remitted to Rainier as its advisory services fee.
Payment Method
Rainier will generally bill its clients for the fees incurred with respect to their accounts on a
quarterly basis in arrears. Some clients may direct Rainier to send statements to their custodians
and the clients may then direct their custodians to pay Rainier’s fees out of the assets of the account
on an ongoing basis. Clients are encouraged to compare statements received from Rainier with
the statements received from their custodian.
Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee.

Investment advisory contracts typically can be terminated by the client upon thirty (30) days’
written notice to Rainier. Because advisory fees are paid in arrears and are pro-rated for partial
periods, no refunds will apply.
Rainier may direct debit certain clients’ accounts to pay advisory fees. Direct debit will only be
initiated upon client direction and a written agreement between Rainier and the client.
Other Fees and Expenses
Rainier’s fees are exclusive of brokerage commissions, transaction fees, and other related costs
and expenses which shall be incurred by the client. Clients (and, indirectly, investors in pooled
investment vehicles) will incur certain charges imposed by custodians, auditors, broker-dealers
and other third parties such as custodial fees, wire transfer and electronic fund fees and other fees
and taxes on brokerage accounts and securities transactions. Such charges, fees and commissions

are in addition to Rainier’s fee and Rainier shall not receive any portion of these commissions,
fees, and costs.
Information regarding brokerage costs can be found in Item 12 of this Form ADV. Item 12 also
describes the factors that Rainier considers in selecting broker-dealers for client transactions and
determining the reasonableness of their compensation (e.g., commissions).

Item 7 – Types of Clients
Rainier provides portfolio management services to corporations, foreign corporations, registered
investment companies, collective investment trusts, foreign funds such as UCITs, and other U.S.
and international institutions.
The scope of Rainier’s investment discretion may be limited based upon specific written objectives
and guidelines between Rainier and the client, ERISA regulations or other regulatory body
directives.
Rainier has established a $20 million investment minimum for International Small Cap Equity
separately managed accounts. Minimums will be waived at the discretion of Rainier on a case-by-
case basis.