AMENDMENT 3

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of October 14, 2020:

Term	Means
“Existing Agreement”	Distribution Services, Advertising and Sales Material Review, and Licensing of Registered Representatives Letter Agreement between ALPS and the Client dated as of December 3, 2018, as amended
“ALPS”	ALPS Distributors, Inc.
“Trust”	Brown Advisory LLC

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

IN WITNESS WHEREOF, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have caused this Amendment to be executed by their duly authorized representatives.

ALPS DISTRIBUTORS, INC.		BROWN ADVISORY LLC
By:	/s/ Bradley J. Swenson	By:	/s/ David M. Churchill
Name:	Bradley J. Swenson	Name:	David M. Churchill
Title:	President	Title:	CFO/COO

Schedule A to this Amendment

Amendments

The Existing Agreement is amended as follows:

1.Exhibit A is deleted in its entirety and replaced with the following:

EXHIBIT A: FUNDS

Brown Advisory Beutel Goodman Large-Cap Value Fund

Brown Advisory Equity Income Fund

Brown Advisory Flexible Equity Fund

Brown Advisory Global Leaders Fund

Brown Advisory Growth Equity Fund

Brown Advisory Intermediate Income Fund

Brown Advisory Maryland Bond Fund

Brown Advisory Mid-Cap Growth Fund

Brown Advisory Mortgage Securities Fund

Brown Advisory Small-Cap Fundamental Value Fund

Brown Advisory Small-Cap Growth Fund

Brown Advisory Emerging Markets Select Fund

Brown Advisory Sustainable Bond Fund

Brown Advisory Sustainable Growth Fund

Brown Advisory Tax-Exempt Bond Fund

Brown Advisory Total Return Fund

Brown Advisory WMC Strategic European Equity Fund

Brown Advisory Tax-Exempt Sustainable Bond Fund

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Schedule B to this Amendment

General Terms

1.Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement.

1.The Parties’ duties and obligations are governed by and limited to the express terms and conditions of this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto.

2.This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged.

3.This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement.

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