SUBSCRIPTION AGREEMENT

Winton Diversified Opportunities Fund (the "Fund"), a Delaware statutory trust,
and Winton Capital Management Limited, a limited liability company incorporated
in England and Wales (the "Subscriber") hereby agree as of Sept. 8, 2015, as
follows:

     1.   In order to provide the Fund with the initial capital required
          pursuant to Section 14 of the Investment Company Act of 1940, as
          amended, the Subscriber is hereby purchasing from the Fund 5,000
          shares of beneficial interest of the Fund (the "Shares"), at a
          purchase price of $20.00 per share, for a total purchase price of
          $100,000. The Subscriber hereby acknowledges the receipt of the
          Shares, and the Fund hereby acknowledges receipt from the Subscriber
          of funds in the amount of $100,000 for the Fund in full payment for
          the Shares. It is further agreed that no certificate for the Shares
          will be issued by the Fund.

     2.   The Subscriber is aware that the Shares have not been registered
          under the Securities Act of 1933, as amended (the "1933 Act"), on the
          basis that the sale of such Shares will be exempt under Section 4(2)
          of the 1933 Act as not involving any public offering. Reliance on such
          exemption is predicated, in part, on the Subscriber's representation
          and warranty to the Fund that the Shares are being acquired for the
          Subscriber's own account for investment purposes and not with a view
          to the distribution or redemption thereof, and that the Subscriber has
          no present intention to dispose of the Shares. The Subscriber further
          represents that it will not take any action that will subject the sale
          of the Shares to the registration provisions of the 1933 Act.

     3.   The subscriber consents, as the sole holder of the Fund's Shares and
          pursuant to Section 23(b)(2) of the Investment Company Act of 1940, as
          amended, to the issuance by the Fund of Shares at a price per Share as
          set forth in the registration statement relating to the public
          offering of Shares.


                            [signature page follows]



IN WITNESS WHEREOF, the parties hereto have cause this Subscription Agreement to
be duly executed on the date first written above.

WINTON DIVERSIFIED OPPORTUNITIES FUND

By:    /s/ Dianne Descoteaux
       ---------------------
Name:  Dianne Descoteaux
Title: Secretary



WINTON CAPITAL MANAGEMENT LIMITED

By:    /s/ Brigid Rentoul
       ------------------
Name:  Brigid Rentoul
Title: Director of Winton Capital
       Group Limited, sole member
       of Winton Capital US LLC




                                Signature Page -
          Winton Diversified Opportunities Fund Subscription Agreement