BROWN ADVISORY FUNDS FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

XXXXX ADVISORY FUNDS

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

THIS FIRST AMENDMENT, effective as of May 2, 2015, to the Transfer Agent Servicing Agreement dated as of May 2, 2012, (the “Agreement”), is entered into by and between XXXXX ADVISORY FUNDS, a Massachusetts business trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the fees and the length of the Agreement; and

WHEREAS, Section 13 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit C is hereby superseded and replaced in its entirety with Amended Exhibit C attached hereto.

Section 13. Term of Agreement; Amendment is hereby superseded and replaced in its entirety with the following:

13. Term of Agreement; Amendment

This Agreement shall become effective as of May 2, 2015 and will continue in effect for a period of three (3) years. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust and authorized or approved by the Board of Trustees. The provisions of this Section 13 shall also apply to Amended Exhibit C.

Section 14. Early Termination is hereby superseded and replaced in its entirety with the following:

14. Early Termination

In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the three (3) year term, the Trust agrees to pay the following fees:

a.	all fees associated with converting services to successor service provider;

b.	all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;

c.	all out-of-pocket costs associated with a. and b. above

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the day and year first written above.

XXXXX ADVISORY FUNDS	U.S. BANCORP FUND SERVICES, LLC


By: /s/ Xxxxx X. Xxxxxxxxx	By: /s/ Xxx Xxxxxx

Name: Xxxxx X. Xxxxxxxxx	Name: Xxx Xxxxxx

Title: President	Title: Executive Vice President

Amended Exhibit C to the Transfer Agent Servicing Agreement – Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

Fees on Complex Assets, includes PFO, Secretary Responsibilities

Fund Administration, Fund Accounting, Transfer Agent Services

Annual Fees for the Xxxxx Advisory Funds Complex

[ ] basis points on the first $[ ] in assets

[ ]	basis points on the next $[ ] in assets

[ ]	basis points on the next $[ ]

[ ]	basis points on the next $[ ]

[ ]	basis points on the next $[ ]

[ ]	basis points on all assets over $[ ]

Subject to annual minimums of $[ ] per fund for all funds with [ ] share classes and $[ ] per fund for all funds with less than [ ] share classes. The total minimum fee amount is applied in aggregate to the entire fund complex.

Chief Compliance Officer Support Fee (Fund Complex)

$[ ] /year Transfer Agent

$[ ] /year Fund Accounting

$[ ] /year Fund Administration

Fund Administration

Services Included in Annual Fee per Fund

§	Advisor Information Source – On-line access to portfolio management and compliance information.

§	Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.

§	Annual Legal Update

§	See Agreement for more details

Services Not Included in Annual Fee per Fund

Third Party Administrative Data Charges (descriptive data for each security)

§	$[ ] per security per month for fund administrative data

Prices above are based on using U.S. Bancorp standard data pricing services and are subject to change.

Out-Of-Pocket Expenses

Including but not limited to postage, stationery, programming, special reports, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), proxies, insurance, XXXXX/XBRL filing, record retention, federal and state regulatory filing fees, expenses related to and including travel to and from Board of directors meetings, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing charges, PFIC monitoring and conversion expenses (if necessary).

Additional Services

Available but not included above are the following services – USBFS legal administration (e.g. subsequent new fund launch), daily performance reporting, daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, electronic Board book portal (BookMark), Master/Feeder Structures and additional services mutually agreed upon.

Amended Exhibit C (continued) to the

Transfer Agent Servicing Agreement - Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

Services Included in Annual Fee

§	Per account fees, open and closed

§	Manual Shareholder Transaction & Correspondence

§	Omnibus Account Transactions

§	Daily Valuation/Manual 401k Trade

§	Report Source – Client On-Line Access to Fund and investor data (does not include non-standard file delivery)

§	See agreement for more details

Services Not Included in Annual Fee

CUSIP Setup

§	CUSIP Setup beyond the initial CUSIP - $[ ] per CUSIP

§	Expedited CUSIP Setup - $[ ] per CUSIP (Less than [ ] days)

§	Out-Of-Pocket Expenses

Including but not limited to telephone toll-free lines, telephone calls, mailing, sorting and postage, stationery, envelopes, service/data conversion, AML verification services, special reports, record retention, processing of literature fulfillment kits, lost shareholder search, disaster recovery charges, ACH fees, Fed wire charges, NSCC activity charges, NSCC System Interface, DST charges, shareholder/dealer print out (daily confirms, investor confirms, tax, check printing and writing and commissions), voice response (VRU) maintenance and development, data communication and implementation charges, specialized programming, omnibus conversions, travel, excess history, FATCA and other compliance mailings.

§	Additional Services

Available but not included above are the following services - FAN Web shareholder e-commerce, FAN Mail electronic data delivery, Vision intermediary e-commerce, client Web data access, recordkeeping application access, programming charges, outbound calling & marketing campaigns, training, cost basis reporting, short-term trader reporting, excessive trader, investor email services, dealer reclaim services, literature fulfillment, lead conversion reporting, 12b-1 aging, money market fund service organizations, charges paid by investors, physical certificate processing, Real Time Cash Flow, CUSIP setup, CTI reporting, sales reporting & 22c-2 reporting (MARS), electronic statements (Informa), Fund Source, EConnect Delivery, Shareholder Call review analysis, and additional services mutually agreed upon.

Amended Exhibit C (continued) to the

Transfer Agent Servicing Agreement - Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

SUPPLEMENTAL FEES

Transfer Agent Supplemental Services

E-Commerce Services Fee Schedule

FAN WEB – Shareholder internet access to account information and transaction capabilities through a hyperlink at the fund group web site. Shareholders access account information, portfolio listing fund family, transaction

history, purchase additional shares through ACH, etc.

1. FAN Web Select “Hybrid” (Fund Groups under [ ] open accounts) – Standard Web services

· Implementation - $[ ] per fund group – includes up to [ ] hours of technical/BSA support

· Annual Base Fee - $[ ] per year (annual base fee increases to $[ ] per year when the fund group exceeds [ ] open direct accounts)

2. FAN Web Direct (API) – Quoted Separately

3. Customization - $[ ] per hour – (subject to change at prevailing rates of vendor)

4. Activity (Session) Fees:

· Inquiry - $[ ] per event

· Account Maintenance - $[ ] per event

· Transaction – financial transactions, reorder statements, etc. - $[ ] per event

· New Account Set-up - $[ ] per event (Typically not available with FAN Web Select, but Xxxxx Advisory Funds are using a Hybrid of FAN Web Select.)

· Strong Authentication:

$[ ] /month per active FAN Web ID (Any ID that has had activity within the [ ] -day period prior to the billing cycle)

FAN Web- Responsive Design (includes Mobile Access)

Shareholder account access through the internet. Shareholders can securely access account information, conduct financial transactions, and perform account maintenance activities. Electronic document delivery is also

available as an adjunct service. This version of FAN Web has a completely redesigned, modern user interface which caters to a full range of connected devices, including tablets and smart phones.

§ FAN Web Select “Hybrid” (Fund Groups under [ ] open accounts)

− Implementation – $[ ] per fund group – includes up to [ ] hours of technical/BSA support

− Annual Base Fee - $[ ] ($[ ] for [ ] or more accounts) per year

§ Customization - $[ ] per hour - (subject to change at prevailing rates of vendor)

§ Activity (Session) Fees:

− Inquiry - $[ ] per event

− Account Maintenance - $[ ] per event

− Transaction – financial transactions, duplicate statement requests, etc. - $[ ] per event

− New Account Set-up - $[ ] per event (Not available with FAN Web Select)

§ Strong Authentication:

− $[ ] per month per active FAN Web ID (Any ID that has had activity within the [ ] -day period prior to the billing cycle)

Amended Exhibit C (continued) to the

Transfer Agent Servicing Agreement - Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

FAN MAIL – Financial planner mailbox provides transaction, account and price information to financial planners and small broker/dealers for import into a variety of financial planning software packages.

Base Fee Per Management Company – file generation and delivery - $[ ] per year

Per Record Charge

· Rep/Branch/ID - $[ ]

· Dealer - $[ ]

· Price Files - $[ ] per record or $[ ] per user per month, whichever is less

VISION – Permits broker/dealers, financial planners, and RIAs to us a web-based system to perform order and account inquiry, execute trades, print applications, review prospectuses, and establish new accounts.

Inquiry Only

· Inquiry - $[ ] per event

· Per broker ID - $[ ] per month per ID

Transaction Processing

· Implementation - $[ ] per management company

· Transaction – purchase, redeem, exchange, literature order - $[ ] per event

· New Account Set-up – may contain multiple fund/accounts - $[ ] per event

· Monthly Minimum Charge - $[ ] per month

Fund Source –

Client Access to audited fund information, pricing, performance, literature, processing guidelines.

− $[ ] per Month – Unlimited Users

eConnect –

Upon consent from shareholder caller, forms and fulfillment pieces can be sent via email through a secured service rather than mailed.

− $[ ] per Email

Client Web Data Access

USBFS client on-line access to fund and investor data through USBFS technology applications and data delivery and security software.

§ Report Source – Report and Data File Storage & Retrieval

- Setup: No Charge (Includes access to Fund Source), Standard Fee is $[ ]

- Service: No Charge /user per month, Standard Fee is $[ ] /user/month

§ BDS – Statement Storage & Retrieval

- Setup: $[ ] /user

- Service: $[ ] /user per month

§ Ad Hoc/ PowerSelect File Development

- Standard ad-hoc select:$ [ ] per file

- Custom coded date for recurring, scheduled delivery: $[ ] per hour consultation and programming development

- Support: $[ ] per file per month for recurring files/reports scheduled for delivery via Report Source.

- Recurring files scheduled for delivery via Report Source.

§ Custom Electronic File Exchange (DDS delivery of standard TIP files)

- Support: $[ ] per file per month

- Setup: $[ ] one-time fee

Amended Exhibit C (continued) to the

Transfer Agent Servicing Agreement - Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

Supplemental Fees

Recordkeeping Application Access

§	Internet VPN – Infrastructure to allow for application accessibility to host systems and file transfers

−	$[ ] implementation

−	$[ ] per month

§	Physical Network – Infrastructure to allow for application accessibility to host systems and file transfers

−	Cost varies depending upon location and bandwidth

§	TA2000 3270 Emulation (Mainframe Green Screen) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access.

−	$[ ] implementation

−	$[ ] per ID per month

§	TA2000 Desktop (Graphic User Interface to the TA2000 Mainframe) – Account inquiry and ability to perform financial transactions or account maintenance depending upon user access provisioning.

−	$[ ] implementation

−	$[ ] per ID per month

§	TA2000 SmartDesk (Web Application to TA2000 Mainframe) – Account inquiry only.

−	$[ ] implementation

−	$[ ] per ID per month

§	Automated Work Distributor (AWD) – Image and workflow application.

−	$[ ] implementation

−	$[ ] per ID per month

§	Same Day Cash Management (SDCM) – Fund level transaction and cash reporting.

−	$[ ] implementation

−	$[ ] per ID per month

§	PowerSelect – SQL database used for ad hoc reporting from the shareholder recordkeeping system.

−	$[ ] per month

Programming Charges- (subject to change at prevailing rate of vendor)

§	$[ ] per hour

§	Charges incurred for customized services based upon fund family requirements including but not limited to:

-	Fund setup programming (transfer agent system, statements, options, etc.)

-	Conversion programming

-	Customized service development

-	Voice response system setup (menu selections, shareholder system integration, testing, etc.)

-	All other client specific customization and/or development services

Outbound Calling & Marketing Campaigns – Cost based on project requirements.

Amended Exhibit C (continued) to the

Transfer Agent Servicing Agreement - Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

Informa Shareholder Electronic Statement Services

Supplemental Services Fee Schedule

Electronic Confirm Presentation

eCDLY will load shareowner daily confirmations (financial transactions only, does not include maintenance confirmations) and send notification to consented shareowners of a new document to view.

§	Document Loading, Storage, and Access - $[ ] per statement

§	Document Consent Processing, Suppression, and Notification - $[ ] per suppressed statement

§	Development & Implementation of Electronic Confirm Statements - $[ ] initial setup fee

Electronic Investor Statement Presentation

eStatements will load shareowner investor statements in a PDF format and send notification to the consented shareowners of a new document to view.

§	Document Loading, Storage, and Access - $[ ] per statement

§	Document Consent Processing, Suppression, and Notification - $[ ] per suppressed statement

§	Development & Implementation of Electronic Investor Statements - $[ ] initial setup fee

Electronic Tax Presentation

eTax will load TA2000 tax forms and send notification to the consented shareowners of a new document to view.

§	Document Loading, Storage, and Access - $[ ] per statement

§	Document Consent Processing, Suppression, and Notification - $[ ] per suppressed statement

§	Development & Implementation of Electronic Tax Statements - $[ ] initial setup fee

Electronic Compliance Presentation

eCompliance allows consented users to receive an email containing a link to the respective compliance material for each compliance run.

§	Document Loading, Storage, and Access

§	Document Consent Processing, Suppression, and Notification - $[ ] per suppressed statement

§	Development & Implementation of Electronic Compliance Documents - $[ ] initial setup fee

FAN Web Transaction Fees

§	View Consent Enrollment - $[ ] per transaction

§	Consent Enrollment - $[ ] per transaction

§	View Statements - $[ ] per view

Vision Electronic Statements

Provides the capability for financial intermediaries to access electronic statements via the Vision application.*

§	Implementation Fees - $[ ] per fund group

§	Load charges - $[ ] per image

§	Archive charge (for any image stored beyond [ ] years) - $[ ] per document

*Normal Vision ID and activity charges also apply.

*FAN Web customization charges also apply

Notes:

All pricing based upon contractual three-year term. Proposal is rough estimate based upon client request. Rates subject to change once formal business requirements are received and reviewed. Estimate is valid for [ ] days based on the following conditions:

Document Loading, Storage and Access - Statements presented as PDF documents. Includes data preparation for web-based presentment, document loading, hot storage for [ ] years ([ ]) on primary DASD and WORM-media and unlimited access. Statements will be loaded for all accounts, regardless of consent.

Document Consent Processing, Suppression & Notification – On-line consent registration, paper suppression, processing, quality control and email notification of document availability to an ISP address. Suppression and Notification volume will be determined by customer consent. Email notification of document availability to an ISP address. Notification volume will be determined by customer consent.

Document Setup & Development Fees-- Includes gathering business requirements and creation of functional specification document with record types II, AS, and AT, utilizing a DST OUTPUT XXXX data feed. Applies to major classes of documents (x.x. xxxxx confirm, investor, and tax documents) and significantly different documents within a class (e.g. a high net worth statement). Document set up fees will be determined upon requirements gathering and defining project scope.

§	Consent options will be reflected on TA2000; Email tracking and reporting on TA2000 Electronic Media reports

Standard Development Fee- Fee assessed for any additional programming outside of the initial implementation scope or any additional post-production enhancements.

Amended Exhibit C (continued) to the

Transfer Agent Servicing Agreement - Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

TRANSFER AGENT & SHAREHOLDER SERVICES

SUPPLEMENTAL SERVICES - FEE SCHEDULE

Transfer Agent Training Services

§	On-site at USBFS - $[ ] /day

§	At client location - $[ ] /day plus travel and out-of-pocket expenses if required

Short-Term Trader – Software application used to track and/or assess transaction fees that are determined to be short-term trades. Service can be applied to some or all funds within a fund family. Fees will be applied if the fund(s) have a redemption fee.

§	[ ] or less: $[ ] /open account

§	[ ] -[ ] days: $[ ] /open account

§	[ ] -[ ] days: $[ ] /open account

§	[ ] – [ ]: $[ ] /open account

§	[ ] – [ ]: $[ ] /open account

Cost Basis Reporting – Annual reporting of shareholder cost basis for non-fiduciary direct accounts.

§	$[ ] /direct open account per year

Excessive Trader – Software application that monitors the number of trades (exchanges, redemptions) that meet fund family criteria for excessive trading and automatically prevents trades in excess of the fund family parameters.

§	$[ ] setup /fund group of [ ] -[ ] funds, $[ ] setup /fund group of over [ ] funds

§	$[ ] /account per year

12b-1 Distribution Fee Aging – Aging shareholder account share lots in order to monitor and begin assessing 12b-1 fees after a certain share lot age will be charged at $[ ] per open account per year.

Email Services – Services to capture, queue, monitor, service and archive shareholder email correspondence:

§	$[ ] setup /fund group

§	$[ ] /month administration

§	$[ ] /received email correspondence

Dealer Reclaim Services – Services reclaim fund losses due to the pricing differences for dealer trade adjustments such as between dealer placed trades and cancellations. There will be no correspondence charges related to this service.

§	$[ ] per letter mailed on losses $[ ] or more

Literature Fulfillment Services

§	Account Management/Database Administration

−	$[ ] per month

−	Receiving - $[ ] per SKU

−	Order Processing - $[ ] per order

−	Skid Storage - $[ ] per month per location

−	Disposal - $[ ] per SKU

§	Inbound Teleservicing Only

−	Account Management - $[ ] per month

−	Call Servicing - $[ ] per minute

§	Lead Source Reporting

−	$[ ] per month

§	Closed Loop Reporting

−	Account Management - $[ ] per month

−	Database Installation, Setup - $[ ] per fund group

§	Out-of-Pocket Expenses

−	Included but not limited to specialized programming, kit and order processing expenses, postage, and printing.

Shareholder Call Review Analysis

Includes Call Sampling sent securely to client and Reporting of internal representative reviews.

§	$[ ] per Month

CTI Reporting – Integrated custom detailed call reporting

§	$[ ] per monthly report

Amended Exhibit C (continued) to the

Transfer Agent Servicing Agreement - Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

FAF Money Market Fund Service Organizations

§	$[ ] /money market share class per year

§	Out-of-pocket expenses (see Transfer Agent Fee Schedule)

Charges Paid by Investors

Shareholder accounts will be charged based upon the type of activity and type of account, including the following:

Qualified Plan Fees

§	$[ ] /qualified plan account or Xxxxxxxxx ESA account (Cap at $[ ] /SSN)

§	$[ ] /transfer to successor trustee

§	$[ ] /participant distribution (Excluding SWPs)

§	$[ ] /refund of excess contribution

§	$[ ] /reconversion/recharacterization

Additional Shareholder Paid Fees

§	$[ ] /outgoing wire transfer or overnight delivery

§	$[ ] /telephone exchange

§	$[ ] /return check or ACH or stop payment

§	$[ ] /research request per account (Cap at $[ ] /request) (This fee applies to requests for statements older than the prior year)

Real Time Cash Flow

§	Implementation (one time charge) & Recurring Charges (monthly)

-	[ ] Users – $[ ]

-	[ ] Users – $[ ]

-	[ ] Users – $[ ]

-	[ ] Users – $[ ]

-	[ ] Users – $[ ]

-	[ ] Users – $[ ]

Training

§	WebEx - $[ ] /user

§	On Site at USBFS - $[ ] /day

§	At Client Location - $[ ] /day plus travel and out-of-pocket expenses if required

§	Real Time Data Feeds

-	Implementation (per feed) - $[ ] /hour ([ ] hour estimate)

-	Recurring (per feed) - $[ ] /month

CTI Reporting – Integrated custom detailed call reporting)

§	$[ ] /monthly report

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BROWN ADVISORY FUNDS FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

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