BROWN ADVISORY FUNDS FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

XXXXX ADVISORY FUNDS

FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

THIS FIRST AMENDMENT,  effective as of May 2, 2015, to the Fund Accounting  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 15 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit A is hereby superseded and replaced in its entirety with Amended Exhibit A attached hereto.

Section 15.  Term of Agreement; Amendment is hereby superseded and replaced in its entirety with the following:

15.  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.

Section 16.  Early Termination is hereby superseded and replaced in its entirety with the following:

16.  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

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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/ Xxxxxxx X. XxXxx
Name:  Xxxxx X. Xxxxxxxxx	Name:  Xxxxxxx X. XxXxx
Title:  President	Title:  Executive Vice President

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Amended Exhibit A to the Fund Accounting 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.

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Amended Exhibit A to the Fund Accounting Servicing Agreement – Xxxxx Advisory Funds

June Services 2015 through May Services, 2018

Fund Accounting

Services included in Annual Fee per Fund

§   Please see agreement for details.

Services Not included in Annual Fee per Fund

Pricing Services**

§   $[  ] - Domestic Equities, Options, ADRs

§   $[  ] - Domestic Corporate/Convertible/Gov’t/Agency Bonds, Foreign Equities, Futures, Forwards, Currency Rates

§   $[  ] - CMOs, Municipal Bonds, Money Market Instruments, Foreign Corporate/Convertible/Gov’t/Agency Bonds, Asset Backed Securities, Mortgage Backed Securities

§   $[  ] - Bank Loans

§   $[  ] - Credit Default Swaps

§   $[  ] - Swaptions, Index Swaps

§   $[  ] - Interest Rate Swaps, Foreign Currency Swaps, Total Return Swaps, Total Return Bullet Swaps

Corporate Action & Manual Pricing Services

§   $[  ] /Foreign Equity Security per Month for Corporate Action Service

§   $[  ] /Domestic Equity Security per Month for Corporate Action Service

§   $[  ]  /Month Manual Security Pricing (>[  ] /day)

Fair Value Services (Charged at the Complex Level)*

§   $[  ] on the First [  ]  Securities

§   $[  ] on the Balance of Securities

**Per security per fund per pricing day.

§   NOTE: Prices above are based on using U.S. Bancorp primary pricing service which may vary by security type and are subject to change.  Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.  All schedules subject to change depending upon the use of unique security type requiring special pricing or accounting arrangements.

Factor Services (security paydown factor data)

§   $[  ] per  CMOs, Asset Backed, Mortgage Backed Security per Month

Out-Of-Pocket Expenses

Including but not limited to SWIFT processing and customized reporting.

Additional Services

Master/Feeder structures and additional services mutually agreed upon.

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