0000898432-13-000647 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT STONE RIDGE TRUST On behalf of its series Stone Ridge U.S. Variance Risk Premium Fund and Stone Ridge U.S. Small Cap Variance Risk Premium Fund
Investment Management Agreement • April 5th, 2013 • Stone Ridge Trust • New York

AGREEMENT, made as of April 4, 2013 between Stone Ridge Trust (the “Trust”), a Delaware statutory trust, on behalf of its series Stone Ridge U.S. Variance Risk Premium Fund and Stone Ridge U.S. Small Cap Variance Risk Premium Fund (each a “Fund” and together the “Funds”), and Stone Ridge Asset Management LLC, a Delaware limited liability company (the “Adviser” and, together with the Trust and the Funds, the “Parties”).

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INVESTMENT MANAGEMENT AGREEMENT STONE RIDGE TRUST On behalf of its series Stone Ridge U.S. Master Variance Risk Premium Fund
Investment Management Agreement • April 5th, 2013 • Stone Ridge Trust • New York

AGREEMENT, made as of April 4, 2013 between Stone Ridge Trust (the “Trust”), a Delaware statutory trust, on behalf of its series Stone Ridge U.S. Master Variance Risk Premium Fund (the “Fund”), and Stone Ridge Asset Management LLC, a Delaware limited liability company (the “Adviser”).

STONE RIDGE ASSET MANAGEMENT LLC
Stone Ridge Trust • April 5th, 2013

With reference to the Investment Management Agreement entered into by Stone Ridge Asset Management LLC (the "Adviser") with Stone Ridge Trust (the “Trust”), on behalf of its series Stone Ridge U.S. Variance Risk Premium Fund and Stone Ridge U.S. Small Cap Variance Risk Premium Fund (each a “Fund” and together, the “Funds”) on the 4th day of April, 2013, we hereby notify you as follows:

FIRST AMENDMENT TO THE STONE RIDGE TRUST DISTRIBUTION AGREEMENT
Distribution Agreement • April 5th, 2013 • Stone Ridge Trust

THIS FIRST AMENDMENT dated as of this 4th day of April, 2013, to the Distribution Agreement, dated as of December 15, 2013, by and between STONE RIDGE TRUST, a Delaware statutory trust (the “Trust”), and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”).

Exhibit A to the Distribution Agreement Fund Names Separate Series of Stone Ridge Trust
Distribution Agreement • April 5th, 2013 • Stone Ridge Trust
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