0000894189-15-000840 Sample Contracts

STONE RIDGE TRUST III DISTRIBUTION AGREEMENT
Distribution Agreement • February 17th, 2015 • Stone Ridge Trust III • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of January, 2015, by and between STONE RIDGE TRUST III, a Delaware statutory trust (the “Trust”) on behalf of its series, STONE RIDGE ALL ASSET VARIANCE RISK PREMIUM FUND,, (the "Fund"), and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). STONE RIDGE ASSET MANAGEMENT LLC, a Delaware limited liability company and the investment advisor to the Trust (the “Adviser”), is a party hereto with respect to Section 5 only.

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CUSTODY AGREEMENT
Custody Agreement • February 17th, 2015 • Stone Ridge Trust III • Wisconsin

THIS AGREEMENT is made and entered into as of the 28th day of January, 2015, by and between STONE RIDGE TRUST III, a Delaware statutory trust (the “Trust”) on behalf of its series, STONE RIDGE ALL ASSET VARIANCE RISK PREMIUM FUND, (the "Fund") and, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

INVESTMENT MANAGEMENT AGREEMENT STONE RIDGE TRUST III On behalf of its series Stone Ridge All Asset Variance Risk Premium Fund
Investment Management Agreement • February 17th, 2015 • Stone Ridge Trust III • New York

This INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of [ ], 2015 (the “Agreement”), is between Stone Ridge Asset Management LLC, a Delaware limited liability company (the “Investment Manager”), and Stone Ridge Trust III, a Delaware statutory trust (the “Trust”), on behalf of its series, Stone Ridge All Asset Variance Risk Premium Fund (the “Fund”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 17th, 2015 • Stone Ridge Trust III • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of January, 2015, by and between STONE RIDGE TRUST III, a Delaware statutory trust (the “Trust”) on behalf of its series, STONE RIDGE ALL ASSET VARIANCE RISK PREMIUM FUND, (the "Fund") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 17th, 2015 • Stone Ridge Trust III • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of January, 2015, by and between STONE RIDGE TRUST III, a Delaware statutory trust (the “Trust”) on behalf of its series, STONE RIDGE ALL ASSET VARIANCE RISK PREMIUM FUND, (the "Fund") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 17th, 2015 • Stone Ridge Trust III • Wisconsin

THIS AGREEMENT is made and entered into as of this 28th day of January, 2015, by and between STONE RIDGE TRUST III, a Delaware statutory trust (the “Trust”) on behalf of its series, STONE RIDGE ALL ASSET VARIANCE RISK PREMIUM FUND, (the "Fund") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

INVESTMENT MANAGEMENT AGREEMENT Stone Ridge All Asset Variance Risk Premium Sub Fund Ltd
Investment Management Agreement • February 17th, 2015 • Stone Ridge Trust III • New York

This INVESTMENT MANAGEMENT AGREEMENT, dated and effective as of [__________], 2015 (the “Agreement”), is by and between Stone Ridge Asset Management LLC, a Delaware limited liability company (the “Investment Manager”) and Stone Ridge All Asset Variance Risk Premium Sub Fund Ltd (“All Asset VRP Sub Fund” or the “Fund”), a Cayman Islands exempted company and a wholly-owned subsidiary of Stone Ridge All Asset Variance Risk Premium Fund (“All Asset VRP Fund”), a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act”), and a series of Stone Ridge Trust III, a Delaware statutory trust. The purpose of All Asset VRP Sub Fund is to facilitate the implementation of All Asset VRP Fund’s investment strategies.

STONE RIDGE ALL ASSET VARIANCE RISK PREMIUM FUND SERVICES AGREEMENT
Services Agreement • February 17th, 2015 • Stone Ridge Trust III • Delaware

This SERVICES AGREEMENT (the “Agreement”), dated the 28th day of January 2015 by and between Stone Ridge All Asset Variance Risk Premium Fund, a Delaware statutory trust (the “Fund”), and Stone Ridge Asset Management LLC, a Delaware limited liability company (the “Servicing Agent”).

STONE RIDGE ASSET MANAGEMENT LLC
Expense Limitation Agreement • February 17th, 2015 • Stone Ridge Trust III

With reference to the Investment Management Agreement entered into by Stone Ridge Asset Management LLC (the “Adviser”) with Stone Ridge Trust III (the “Trust”), on behalf of its series Stone Ridge All Asset Variance Risk Premium Fund (the “Fund”) on this 28th day of January, 2015, we hereby notify you as follows:

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