STONE RIDGE TRUST II

SUBSCRIPTION AGREEMENT

FOR SEED CAPITAL

This Subscription Agreement for Seed Capital (the “Agreement”) is made as of the 1st day of October, 2013 between Stone Ridge Asset Management LLC, a Delaware liability company (“Stone Ridge”), and Stone Ridge Trust II (the “Trust”), a Delaware statutory trust, on behalf of its series, Stone Ridge Reinsurance Risk Premium Interval Fund (the “Fund”).

WHEREAS, the Fund wishes to sell to Stone Ridge, and Stone Ridge wishes to purchase from the Fund,10,000 common shares of beneficial interest, $.01 par value per share, of the Fund, at a purchase price of $10.00 per share, (collectively, the “Shares”); and

WHEREAS, Stone Ridge is purchasing the Shares for the purpose of providing the initial capitalization of the Fund as required by Section 14(a)(1) the Investment Company Act of 1940, as amended, in order for the Trust to conduct a public offering of its shares;

NOW, THEREFORE, the parties hereto agree as follows:

1.	Simultaneously with the execution of this Agreement, Stone Ridge shall tender to the Fund the amount of $100,000 in full payment for the Shares, receipt of which is hereby acknowledged by the Trust on behalf of the Fund; and
2.	Stone Ridge agrees that it is purchasing the Shares for investment purposes and has no present intention of redeeming or reselling the Shares.

Executed as of the date first set forth above.

STONE RIDGE ASSET MANAGEMENT LLC
By:	/s/ Ross Stevens
Name:  Ross Stevens
Title:    President
STONE RIDGE TRUST II
By:	/s/ Jane Korach
Name:  Jane Korach
Title:    Secretary