EX-99.H2II 6 ex-h2ii.txt AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT Amendment, dated as of November 13, 2015, by and between Atlantic Shareholder Services, LLC, a Delaware limited liability company ("Atlantic"), and Winton Series Trust, a statutory trust organized under the laws of the State of Delaware (the "Trust"). W I T N E S S E T H : WHEREAS, effective as of December 22, 2014, Atlantic and the Trust entered into a Transfer Agency Services Agreement (the "Agreement"); WHEREAS, each of Atlantic and the Trust desires that additional Funds (as defined in the Agreement) be made subject to the Agreement; WHEREAS, pursuant to Section 15(a) of the Agreement, each of Atlantic and the Trust desires that the Agreement be amended in accordance with the terms and conditions of this Amendment. NOW, THEREFORE, in consideration of the premises and mutual agreements herein set forth, and intending to be legally bound hereby, the parties hereto agree that the Agreement shall be and hereby is amended as follows: Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. Section 2. Amendment of Appendix A. Appendix A to the Agreement is amended and restated to read in its entirety as set forth in the Appendix A attached hereto. Section 3. Agreement as Amended. The term "Agreement" as used in the Agreement shall be deemed to refer to the Agreement as amended hereby and this Amendment shall be effective as of the date first above written. Section 4. Full Force and Effect. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and the Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York without giving effect to the principles of conflicts of law thereof. Section 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Section 7. Ratification, Adoption and Approval. In all respects not inconsistent with the terms and provisions of this Amendment, the Agreement is hereby ratified, adopted, approved and confirmed. [REMAINDER OF PAGE INTENTIONALLY BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written. ATLANTIC SHAREHOLDER SERVICES, LLC By: /s/ Christopher Koons ----------------------- Name: Christopher Koons Title: Senior Vice President WINTON SERIES TRUST By: /s/ John Kim ------------ Name: John Kim Title: Vice President APPENDIX A: FUNDS OF THE TRUST -------------------------------------------------------------------------------- FUND NAME CLASS NAME CUSIP SYMBOL -------------------------------------------------------------------------------- Winton Global Equity Portfolio Institutional 976504100 WGEPX -------------------------------------------------------------------------------- Winton Global Equity Portfolio Investor 976504209 WGERX -------------------------------------------------------------------------------- Winton European Equity Portfolio Institutional 976504407 -------------------------------------------------------------------------------- Winton European Equity Portfolio Investor 976504308 -------------------------------------------------------------------------------- Winton U.S. Equity Portfolio Institutional 976504605 -------------------------------------------------------------------------------- Winton U.S. Equity Portfolio Investor 976504506 -------------------------------------------------------------------------------- Winton International Equity Portfolio Institutional 976504803 -------------------------------------------------------------------------------- Winton International Equity Portfolio Investor 976504704 --------------------------------------------------------------------------------