Amendment No. 2 to Amended and Restated Transfer Agency and Services Agreement

Amendment No. 2 to

Amended and Restated Transfer Agency and Services Agreement

This Amendment, dated January 28, 2016 (this “Amendment”), is made to the Amended and Restated Transfer Agency and Services Agreement, dated January 20, 2014, as amended (the “Agreement”), between Centre Funds (the “Trust”) and ALPS Fund Services, Inc. (“ALPS”).

WHEREAS, the Trust and ALPS wish to amend the Agreement to modify Appendix A (List of Portfolios) to account for a name change to a series of the Trust.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Appendix A (List of Portfolios) to the Agreement is deleted in its entirety and replaced with the Appendix A (List of Portfolios) attached hereto.

2. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.  All capitalized terms herein shall have the same meaning as ascribed to them in the Agreement.  Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the day and year first above written.

CENTRE FUNDS			ALPS FUND SERVICES, INC.
By:	/s/ Xxxxx X. Xxxxx		By:	/s/ Xxxxxx X. May
Name: Xxxxx X. Xxxxx Title: President			Name: Xxxxxx X. May Title: President

APPENDIX A

LIST OF PORTFOLIOS

January 28, 2016

Centre American Select Equity Fund

Centre Global ex-U.S. Select Equity Fund

Centre Multi-Asset Real Return Fund

Centre Active U.S. Treasury Fund

Centre Active U.S. Tax Exempt Fund