0000894189-12-003509 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • June 22nd, 2012 • Brown Advisory Funds • Wisconsin

THIS AGREEMENT is made and entered into as of the 2nd day of May, 2012, by and between BROWN ADVISORY FUNDS, a Delaware statutory trust (the “Trust”) acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). Brown Advisory, LLC, the investment advisor to the Trust (the “Advisor”), is a party hereto with respect to Section 5 only.

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BROWN ADVISORY FUNDS INVESTMENT ADVISORY AGREEMENT with BROWN ADVISORY, LLC
Investment Advisory Agreement • June 22nd, 2012 • Brown Advisory Funds • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 29th day of June, 2012, by and between Brown Advisory Funds, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund”, and together the “Funds”) and Brown Advisory, LLC, a Maryland limited liability corporation (hereinafter called the “Adviser”).

CUSTODY AGREEMENT
Custody Agreement • June 22nd, 2012 • Brown Advisory Funds • Minnesota

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2012, by and between BROWN ADVISORY FUNDS, a Delaware statutory trust (the “Trust”), acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

BROWN ADVISORY FUNDS BUSINESS MANAGEMENT AGREEMENT
Business Management Agreement • June 22nd, 2012 • Brown Advisory Funds • Delaware

THIS BUSINESS MANAGEMENT AGREEMENT is made as of the 29th day of June, 2012, by and between Brown Advisory Funds (the “Trust”), on behalf of each of its separate investment series set forth on Schedule A attached hereto (the “Funds”), and Brown Advisory, LLC (the “Manager”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 22nd, 2012 • Brown Advisory Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2012, by and between BROWN ADVISORY FUNDS, a Delaware statutory trust (the “Trust”) acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 22nd, 2012 • Brown Advisory Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2012, by and between BROWN ADVISORY FUNDS, a Delaware statutory trust (the “Trust”) acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

BROWN ADVISORY FUNDS OPERATING EXPENSE LIMITATION AGREEMENT
Operating Expense Limitation Agreement • June 22nd, 2012 • Brown Advisory Funds • Delaware

THIS OPERATING EXPENSE LIMITATION AGREEMENT, dated as of June 29, 2012, is made and entered into by and between the Brown Advisory Funds, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto, which may be amended from time to time (the “Funds”), and Brown Advisory, LLC (the “Adviser”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 22nd, 2012 • Brown Advisory Funds • Wisconsin

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2012, by and between BROWN ADVISORY FUNDS, a Delaware statutory trust (the “Trust”) acting for and on behalf of each series as are currently authorized and issued by the Trust or may be authorized and issued by the Trust subsequent to the date of this Agreement (each a “Fund” and collectively the “Funds”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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