Stone Ridge Trust VII

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [X]

It is proposed that this filing will become effective (check appropriate box): [ ] when declared effective pursuant to section 8(c).

(1) Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee.

Registrant hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. The securities described herein may not be sold until the registration statement becomes effective. This Prospectus is not an offer to sell or the solicitation of an offer to buy securities and is not soliciting an offer to buy these securities in any state in which the offer, solicitation or sale would be unlawful.

The Fund. Stone Ridge Longevity Risk Premium Fixed Income Fund 2019 (the “Fund”) is a newly organized closed-end management investment company, based on a proprietary patent-pending structure, that will offer its shares (the “Shares”) during an initial offering period (the “Offer Period”) to certain investors who are natural persons between the ages of [60] and [80]. Aspects of the Fund are covered by intellectual property rights, including but not limited to those described in a patent application.

Investment Objective. The Fund’s investment objective is to achieve, during the lifetime of the Fund’s shareholders until the Fund Liquidation Date (as defined below), a high level of quarterly distributions while maintaining the safety of the principal amount of the Fund’s investments. There can be no assurance that the Fund will achieve its investment objective generally or with respect to any particular shareholder.

Investment Strategy. The Fund pursues its investment objective by investing its assets in Separately Traded Registered Interest and Principal Securities, commonly known as “STRIPS,” and other securities issued by the U.S. Treasury, or that are otherwise backed by the full faith and credit of the U.S. government.

25-Year Term. The Fund will liquidate and distribute all proceeds from that liquidation, if any, to surviving shareholders on the quarterly distribution date scheduled to occur in March 2045 (the “Fund Liquidation Date”), subject to the early termination events described below. The Fund expects to distribute all or substantially all of its assets prior to the Fund Liquidation Date.

Distributions. Until the earlier of (i) the Fund Liquidation Date or (ii) the last scheduled distribution date on which the Fund has assets to distribute, the Fund intends to make a distribution each quarter equal to $0.25 per Share (the “Fixed Distribution Amount”). The Fund intends to make these distributions on [the third business day of each March, June, September and December (excluding March 2020)] (each, a “Distribution Date”).

If, on any scheduled Distribution Date, the Fund has insufficient assets to make a distribution equal to the Fixed Distribution Amount, the Fund will liquidate and distribute all proceeds from that liquidation, if any, less any expenses and outstanding Fund liabilities (including Periodic Redemption (as defined below) obligations to be paid by the Fund), to surviving shareholders on or about that quarterly distribution date.

Share Purchase Price. The Fund is registering [ ] Shares. Each Share will be sold at the “Base Purchase Price” per Share plus the applicable “Cohort Premium” (each as described in more detail below), and any applicable sales load.

Mandatory Share Redemptions. All Shares held by a Fund shareholder will be redeemable by the Fund upon the shareholder’s death (each such redemption, a “Periodic Redemption”). The redemption price for a Share will equal the total of (i) 100% of the purchase price paid for such Share (inclusive of the Cohort Premium paid with respect to such Share but exclusive of any sales load) (the “Purchase Price”), minus (ii) the aggregate amount of distributions paid by the Fund with respect to such Share through the date of redemption; provided, however, that if the redemption price is negative pursuant to the above formula, then the redemption price will be $0 (the “Redemption Price”). The Fund will effect Periodic Redemptions on a quarterly basis for all Shares held by shareholders who died prior to the start of such calendar quarter. The purpose of the Periodic Redemptions is generally to enable the Fund to pursue its objective of achieving a high level of distributions to the Fund’s living shareholders by enabling the Fund to make higher distributions to living shareholders than would be possible if the Shares were not redeemed upon the death of the holder.

SHAREHOLDERS WHO DIE WILL HAVE THEIR SHARES REDEEMED FOR THE REDEMPTION PRICE (WHICH MAY BE EQUAL TO $0) AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS FOLLOWING SUCH MANDATORY REDEMPTION. THERE CAN BE NO ASSURANCE THAT THE APPLICABLE REDEMPTION PRICE, PLUS THE AMOUNT OF ANY DISTRIBUTIONS RECEIVED PRIOR TO DEATH, WILL REPRESENT A POSITIVE RETURN ON INVESTMENT FOR ANY SHAREHOLDER WHO DIES.

THERE CAN BE NO ASSURANCE THAT THE FUND WILL CONTINUE TO MAKE DISTRIBUTIONS UNTIL THE FUND LIQUIDATION DATE. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN THIS PROSPECTUS, THE FUND MAY RUN OUT OF ASSETS, AND THEREFORE BE UNABLE TO MAKE ANY FURTHER DISTRIBUTIONS, PRIOR TO THE FUND LIQUIDATION DATE.

SHARES ARE NOT PERMITTED TO BE TRANSFERRED TO ANY PERSON OR ENTITY OTHER THAN THE FUND, NOR ARE THEY PERMITTED TO BE HELD JOINTLY ON THE BOOKS AND RECORDS OF THE FUND, AND FOR PURPOSES OF THIS PROSPECTUS AND THE OPERATIONS OF THE FUND, INCLUDING DETERMINING WHETHER SHARES ARE REDEEMABLE, THE “SHAREHOLDER” OR “INVESTOR” OF THE FUND WILL BE THE NATURAL PERSON WHO IS LISTED ON THE BOOKS AND RECORDS OF THE FUND, STONE RIDGE SECURITIES LLC OR A SELLING AGENT, AS SUBSCRIBING FOR SHARES OF THE FUND WHEN THE SHARES ARE ORIGINALLY PURCHASED, REGARDLESS OF HOW THE SHARES ARE HELD FOR STATE LAW PURPOSES.

Optional Early Share Repurchases. In order to provide monthly liquidity to shareholders, the Fund will repurchase Shares tendered by shareholders in accordance with, and subject to, the terms of the Fund’s Declaration of Trust (each, an “Early Repurchase”) on the seventh (7th) business day of each calendar month (each, an “Early Repurchase Date”) for a repurchase price equal to the applicable “Early Repurchase Price” (as defined below under “Early Repurchases”) on such Early Repurchase Date, subject to the Fund having sufficient assets to pay the Early Repurchase Price. Shareholders tendering their Shares on an Early Repurchase Date must submit their written tender no later than two (2) business days prior to such Early Repurchase Date. See “Early Repurchases” below for more details, including how a shareholder can submit a written tender for their Shares.

THE EARLY REPURCHASE PRICE WILL BE LESS THAN THE PURCHASE PRICE PAID BY AN INVESTOR LESS DISTRIBUTIONS RECEIVED BY THE INVESTOR. THE EARLY REPURCHASE PRICE WILL EVENTUALLY REACH $0, AT WHICH POINT INVESTORS WOULD RECEIVE NO VALUE UPON AN EARLY REPURCHASE.

Investment Adviser. The Fund’s investment adviser is Stone Ridge Asset Management LLC (“Stone Ridge” or the “Adviser”). As of [ ], 2019, Stone Ridge managed approximately $[ ] billion of assets.

Actuarial Services. The Adviser has engaged New York Life Insurance Company (“New York Life”) to provide certain actuarial information for use in the Adviser’s management of the Fund and to assist the Adviser in monitoring for Shares that may be redeemable by the Fund in the Periodic Redemptions.

An investment in the Fund’s Shares involves risk. See “Risk Considerations,” below to read about the risks investors should consider before buying Fund Shares.

Neither the Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapproved of these securities or determined this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investment in the Fund involves risks. The Fund is sold to natural persons who were born between [January 1], 1940 and [January 1], 1960. Investors may be charged a sales commission or load on the purchase of Shares through Selling Agents. There is no minimum investment requirement for an investment in the Shares. Investors should carefully consider the Fund’s risks, investment objective, variable premiums and redemption and repurchase policies, as an investment in the Fund may not be appropriate for all investors and is not designed to be a complete investment program. An investment in the Fund involves risk. Before making an investment/allocation decision, investors should (i) consider the suitability of this investment with respect to their investment objective and individual situation, including their health, and (ii) consider factors such as their net worth, income, age and risk tolerance. Investment should be avoided where an investor/client has very serious or life-threatening health problems. Before investing in the Fund, an investor should read the discussion of the risks of investing in the Fund in “Investment Objective, Policies and Risks” below.

This prospectus sets forth concisely information investors should know before investing in the Fund. Investors should read this prospectus carefully before deciding to invest in the Fund, and investors should retain it for future reference. A Statement of Additional Information dated [ ], as it may be amended, containing additional information about the Fund, has been filed with the Commission. The Statement of Additional Information, annual and semi-annual reports to shareholders and other information about the Fund can be obtained without charge by calling (855) 609-3680 or by visiting [www.stoneridgefunds.com]. A table of contents to the Statement of Additional Information is located at page 27 of this prospectus. This prospectus incorporates by reference (and legally consists of) the entire Statement of Additional Information. The Statement of Additional Information, as well as material incorporated by reference into the Fund’s Registration Statement and other information regarding the Fund, are available from the EDGAR database on the Commission’s internet site (www.sec.gov) or by electronic mail at publicinfo@sec.gov. The Fund’s address is 510 Madison Avenue, 21st Floor, New York, NY 10022.

Shares of the Fund do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

An investor should not construe the contents of this prospectus as legal, tax or financial advice. Investors should consult their own professional advisers as to legal, tax, financial or other matters relevant to the suitability of an investment in the Fund.

Beginning on January 1, 2021, as permitted by regulations adopted by the Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless a shareholder specifically requests paper copies of the reports from their financial intermediary or, if a shareholder invests directly through the transfer agent, from the transfer agent. Instead, the reports will be made available on a website, and shareholders will be notified by mail each time a report is posted and provided with a website link to access the report.

Shareholders that already elected to receive shareholder reports electronically will not be affected by this change and need not take any action. Shareholders may elect to receive shareholder reports and other communications electronically by contacting their financial intermediary.

Shareholders may elect to receive all future reports in paper free of charge by contacting their financial intermediary or, for shareholders that invest directly through the transfer agent, by contacting the transfer agent at [ ]. An election by a shareholder to receive reports in paper will apply to all funds held in their account if they invest through a financial intermediary or all funds within the fund complex if they invest directly through the transfer agent.

PROSPECTUS SUMMARY

This is only a summary. This summary may not contain all of the information that investors should consider before investing in the Fund’s Shares. Investors should review the more detailed information contained in this prospectus and in the Statement of Additional Information. In particular, investors should carefully read the risks of investing in the Fund’s Shares, as discussed under “Investment Objective, Policies and Risks — Risk Considerations.”

The Fund

Stone Ridge Longevity Risk Premium Fixed Income Fund 2019 (the “Fund”) is a newly organized closed-end management investment company, based on a proprietary patent-pending structure, that will offer its shares (the “Shares”) during an initial offering period to certain investors who are natural persons between the ages of [60] and [80], as described in more detail below. Aspects of the Fund are covered by intellectual property rights, including but not limited to those described in a patent application. An investment in the Fund may not be appropriate for all investors.

All Shares held by a Fund shareholder will be redeemable by the Fund upon the shareholder’s death (each such redemption, a “Periodic Redemption”). The redemption price for a Share will equal the total of (i) 100% of the purchase price paid for such Share (inclusive of the Cohort Premium paid with respect to such Share but exclusive of any sales load) (the “Purchase Price”), minus (ii) the aggregate amount of distributions paid by the Fund with respect to such Share through the date of redemption; provided, however, that if the redemption price is negative pursuant to the above formula, then the redemption price will be $0 (the “Redemption Price”). The Fund will effect Periodic Redemptions on a quarterly basis for all Shares held by shareholders who died prior to the start of such calendar quarter, as described below under “Periodic Redemptions.” The purpose of the Periodic Redemptions is to enable the Fund to pursue its objective of achieving a high level of distributions to the Fund’s living shareholders by enabling the Fund to make higher distributions to living shareholders than would be possible if the Shares were not redeemed upon the death of the holder.

The Fund will liquidate and distribute all proceeds from that liquidation to surviving shareholders on the quarterly distribution date scheduled to occur in March 2045 (the “Fund Liquidation Date”), subject to the early termination events described below.

Stone Ridge Asset Management LLC (“Stone Ridge” or the “Adviser”) is the Fund’s investment adviser. Stone Ridge has contracted with New York Life Insurance Company (“New York Life”) to provide certain actuarial services described below.

Actuarial Services

The Adviser has engaged New York Life to provide certain actuarial information for use in the Adviser’s management of the Fund and other similar registered funds, including the actuarial information necessary to calculate the purchase prices for the Shares. New York Life has also agreed to make the operational procedures it uses in its business and its services available to the Adviser for the purpose of monitoring for Shares that may be redeemable by the Fund in the Periodic Redemptions. In exchange for these services, the Adviser has agreed to pay New York Life a portion of the Adviser’s profits earned from managing the Fund and other similar registered funds.

The Offering

The Fund’s Shares are offered through Stone Ridge Securities LLC (the “Distributor”), an affiliate of the Adviser, as the exclusive distributor, on a best efforts basis. The Shares will be offered during the period (the “Offer Period”) from the date of this prospectus through the Final Opt-out Date (as defined below). During the Offer Period, prospective investors will generally be required to subscribe for the Shares online through a website maintained by the Distributor and may be required to open a brokerage account with the Distributor if they do not already have such an account, unless the Shares are to be purchased through a Selling Agent, in which case the prospective investor will be required to follow the procedures put in place by the Selling Agent. As part of the subscription process, prospective investors will be required to provide certain demographic information, including their date of birth, gender and social security number or taxpayer identification number, to enable the Fund to price the Shares as described below and to enable the Adviser to monitor for Shares that may be redeemable by the Fund at the next Periodic Redemption, as described under “Management of the Fund — Procedures for Determining Redemption Eligibility.” Prior to the end of the Offer Period, investors wishing to subscribe for Shares of the Fund will be required to have available funds in escrow with the Distributor, where the funds will be held in a brokerage account where they will earn interest for the benefit of the investors. On or prior to [4:00] p.m., New York City time, on the Final Opt-out Date, investors will have the right to cancel or edit their subscription and receive their subscription amount back from the Distributor.

Shares will only be offered to natural persons who were born between [January 1], 1940 and [January 1], 1960 (“Eligible Investors”). We refer to Eligible Investors of the same gender and that were born in the same [half-year (i.e., January 1 through June 30 or July 1 through December 31 of the same calendar year)] as an “Eligible Investor Cohort.”

In order for an investor to purchase a Share, such investor will be required to pay the applicable Purchase Price per Share, which will equal the “Base Purchase Price” per Share plus any applicable “Cohort Premium,” each of which will be calculated by the Adviser as of the end of the Offer Period as described below under “Shareholder Guide — How to Buy Shares,” plus any applicable sales load. The Base Purchase Price per Share is currently estimated to be $[ ].

face a lower risk of mortality through the Fund Liquidation Date) and, conversely, by charging a lower per Share premium to Eligible Investor Cohorts whose members are statistically less likely to so benefit (because, based on the actuarial information provided by New York Life, they face a higher risk of mortality through the Fund Liquidation Date). The Cohort Premiums will not be based on shareholder-specific factors other than age and gender. The estimated Cohort Premiums and Purchase Prices are currently as follows:


Eligible Investor Cohort	Cohort Premium			Purchase Price (excluding any applicable sales load)
January 1, 1940 — June 30, 1940, Male	$	0.00		$	[	]
January 1, 1940 — June 30, 1940, Female	$	[	]	$	[	]
July 1, 1940 — December 31, 1940, Male	$	[	]	$	[	]
July 1, 1940 — December 31, 1940, Female	$	[	]	$	[	]
January 1, 1941 — June 30, 1941, Male	$	[	]	$	[	]
January 1, 1941 — June 30, 1941, Female	$	[	]	$	[	]
July 1, 1941 — December 31, 1941, Male	$	[	]	$	[	]
July 1, 1941 — December 31, 1941, Female	$	[	]	$	[	]
January 1, 1942 — June 30, 1942, Male	$	[	]	$	[	]
January 1, 1942 — June 30, 1942, Female	$	[	]	$	[	]
July 1, 1942 — December 31, 1942, Male	$	[	]	$	[	]
July 1, 1942 — December 31, 1942, Female	$	[	]	$	[	]
January 1, 1943 — June 30, 1943, Male	$	[	]	$	[	]
January 1, 1943 — June 30, 1943, Female	$	[	]	$	[	]
July 1, 1943 — December 31, 1943, Male	$	[	]	$	[	]
July 1, 1943 — December 31, 1943, Female	$	[	]	$	[	]
January 1, 1944 — June 30, 1944, Male	$	[	]	$	[	]
January 1, 1944 — June 30, 1944, Female	$	[	]	$	[	]
July 1, 1944 — December 31, 1944, Male	$	[	]	$	[	]
July 1, 1944 — December 31, 1944, Female	$	[	]	$	[	]
January 1, 1945 — June 30, 1945, Male	$	[	]	$	[	]
January 1, 1945 — June 30, 1945, Female	$	[	]	$	[	]
July 1, 1945 — December 31, 1945, Male	$	[	]	$	[	]
July 1, 1945 — December 31, 1945, Female	$	[	]	$	[	]
January 1, 1946 — June 30, 1946, Male	$	[	]	$	[	]
January 1, 1946 — June 30, 1946, Female	$	[	]	$	[	]
July 1, 1946 — December 31, 1946, Male	$	[	]	$	[	]
July 1, 1946 — December 31, 1946, Female	$	[	]	$	[	]
January 1, 1947 — June 30, 1947, Male	$	[	]	$	[	]
January 1, 1947 — June 30, 1947, Female	$	[	]	$	[	]
July 1, 1947 — December 31, 1947, Male	$	[	]	$	[	]
July 1, 1947 — December 31, 1947, Female	$	[	]	$	[	]
January 1, 1948 — June 30, 1948, Male	$	[	]	$	[	]
January 1, 1948 — June 30, 1948, Female	$	[	]	$	[	]
July 1, 1948 — December 31, 1948, Male	$	[	]	$	[	]
July 1, 1948 — December 31, 1948, Female	$	[	]	$	[	]
January 1, 1949 — June 30, 1949, Male	$	[	]	$	[	]
January 1, 1949 — June 30, 1949, Female	$	[	]	$	[	]
July 1, 1949 — December 31, 1949, Male	$	[	]	$	[	]
July 1, 1949 — December 31, 1949, Female	$	[	]	$	[	]
January 1, 1950 — June 30, 1950, Male	$	[	]	$	[	]
January 1, 1950 — June 30, 1950, Female	$	[	]	$	[	]


Eligible Investor Cohort	Cohort Premium			Purchase Price (excluding any applicable sales load)
July 1, 1950 — December 31, 1950, Male	$	[	]	$	[	]
July 1, 1950 — December 31, 1950, Female	$	[	]	$	[	]
January 1, 1951 — June 30, 1951, Male	$	[	]	$	[	]
January 1, 1951 — June 30, 1951, Female	$	[	]	$	[	]
July 1, 1951 — December 31, 1951, Male	$	[	]	$	[	]
July 1, 1951 — December 31, 1951, Female	$	[	]	$	[	]
January 1, 1952 — June 30, 1952, Male	$	[	]	$	[	]
January 1, 1952 — June 30, 1952, Female	$	[	]	$	[	]
July 1, 1952 — December 31, 1952, Male	$	[	]	$	[	]
July 1, 1952 — December 31, 1952, Female	$	[	]	$	[	]
January 1, 1953 — June 30, 1953, Male	$	[	]	$	[	]
January 1, 1953 — June 30, 1953, Female	$	[	]	$	[	]
July 1, 1953 — December 31, 1953, Male	$	[	]	$	[	]
July 1, 1953 — December 31, 1953, Female	$	[	]	$	[	]
January 1, 1954 — June 30, 1954, Male	$	[	]	$	[	]
January 1, 1954 — June 30, 1954, Female	$	[	]	$	[	]
July 1, 1954 — December 31, 1954, Male	$	[	]	$	[	]
July 1, 1954 — December 31, 1954, Female	$	[	]	$	[	]
January 1, 1955 — June 30, 1955, Male	$	[	]	$	[	]
January 1, 1955 — June 30, 1955, Female	$	[	]	$	[	]
July 1, 1955 — December 31, 1955, Male	$	[	]	$	[	]
July 1, 1955 — December 31, 1955, Female	$	[	]	$	[	]
January 1, 1956 — June 30, 1956, Male	$	[	]	$	[	]
January 1, 1956 — June 30, 1956, Female	$	[	]	$	[	]
July 1, 1956 — December 31, 1956, Male	$	[	]	$	[	]
July 1, 1956 — December 31, 1956, Female	$	[	]	$	[	]
January 1, 1957 — June 30, 1957, Male	$	[	]	$	[	]
January 1, 1957 — June 30, 1957, Female	$	[	]	$	[	]
July 1, 1957 — December 31, 1957, Male	$	[	]	$	[	]
July 1, 1957 — December 31, 1957, Female	$	[	]	$	[	]
January 1, 1958 — June 30, 1958, Male	$	[	]	$	[	]
January 1, 1958 — June 30, 1958, Female	$	[	]	$	[	]
July 1, 1958 — December 31, 1958, Male	$	[	]	$	[	]
July 1, 1958 — December 31, 1958, Female	$	[	]	$	[	]
January 1, 1959 — June 30, 1959, Male	$	[	]	$	[	]
January 1, 1959 — June 30, 1959, Female	$	[	]	$	[	]
July 1, 1959 — December 31, 1959, Male	$	[	]	$	[	]
July 1, 1959 — December 31, 1959, Female	$	[	]	$	[	]
January 1, 1960 — June 30, 1960, Male	$	[	]	$	[	]
January 1, 1960 — June 30, 1960, Female	$	[	]	$	[	]
July 1, 1960 — December 31, 1960, Male	$	[	]	$	[	]
July 1, 1960 — December 31, 1960, Female	$	[	]	$	[	]

On or about [January 2], 2020, a new prospectus will be distributed with updated estimates for the Purchase Prices, Base Purchase Price per Share and Cohort Premiums (the date of such filing, the “Pricing Date”). Investors who have subscribed for Shares prior to the Pricing Date will be provided an updated prospectus and will be given until the date that is [6] calendar days following the Pricing Date (the “Final Opt-out Date”) to cancel or edit their subscription. If following the Pricing Date, a new prospectus is distributed with updated

estimates for the Purchase Prices, Base Purchase Price per Share and Cohort Premiums, investors who have subscribed for Shares prior to the distribution of such updated prospectus will receive such prospectus (an “Extension Notice”) and the Final Opt-out Date will be extended to the date that is [6] calendar days following the date of the Extension Notice.

Immediately following the Final Opt-out Date, the Adviser will calculate the Purchase Prices, including the Base Purchase Price per Share and the Cohort Premiums, as described in this prospectus. If the Purchase Price for each Eligible Investor Cohort falls within 95% - 105% of the estimated Purchase Price for that Eligible Investor Cohort in the prospectus most recently distributed prior to the Final Opt-out Date, the sale of the Fund’s Shares will occur. If one or more of the Purchase Prices falls outside 95% - 105% of the estimate in such prospectus, the Adviser will distribute an updated prospectus with revised estimates and investors will be given an additional [6] calendar days to cancel or edit their subscription.

The closing of the sale of the Fund’s Shares will occur by first releasing from escrow subscription amounts from investors in the Eligible Investor Cohort with the lowest Purchase Price; those investors will receive a number of Shares equal to their subscription amount divided by their Purchase Price, resulting in an initial net asset value (“NAV”) per Share equal to such Purchase Price. Then, subscription amounts from the remaining investors will be released from escrow and those investors will receive a number of Shares equal to their subscription amount divided by the Purchase Price per Share for the Eligible Investor Cohort to which they belong (equal to the Base Purchase Price per Share plus the applicable Cohort Premium). Subscription amounts will be exclusive of any sales loads paid to any Selling Agent.

There is no minimum investment requirement for an investment in the Shares. The Adviser will impose a maximum investment amount so that as of the closing, no investor will own initially more than 1% of the Fund. The Fund reserves the right to reject a purchase order, in whole or in part, for any reason. See “Shareholder Guide — How to Buy Shares” below.

An affiliate of the Adviser will be the sole investor in a class of preference shares that will not be entitled to, and will not receive, any dividends or distributions while any Shares remain outstanding. In the extremely unlikely event that there were no individual shareholders of the Fund surviving on the Fund Liquidation Date — which, based on the actuarial information provided by New York Life, the Adviser and New York Life calculate as less likely than 1 in 10^[163] — the affiliate of the Adviser would receive the liquidating distribution of the Fund’s remaining assets on the Fund Liquidation Date. In this extremely unlikely event, the affiliate of the Adviser has agreed with the Fund that any amounts received in such a distribution would be donated to charity.

Investment Objective and Policies

The Fund’s investment objective is to achieve, during the lifetime of the Fund’s shareholders until the Fund Liquidation Date, a high level of quarterly distributions while maintaining the safety of the principal amount of the Fund’s investments. There can be no assurance that the Fund will achieve its investment objective generally or with respect to any particular shareholder.

The Fund pursues its investment objective by investing its assets in Separately Traded Registered Interest and Principal Securities, commonly known as “STRIPS,” as well as other securities issued by the U.S. Treasury or that are otherwise backed by the full faith and credit of the U.S. government, including U.S. Treasury bills, notes and bonds (collectively, “U.S. Government Securities”).

Distributions

Until the earlier of (i) the Fund Liquidation Date and (ii) the last scheduled distribution date on which the Fund has assets to distribute, the Fund intends to make a distribution each quarter equal to $0.25 per Share (the “Fixed

Distribution Amount”). The Fund intends to make these distributions on [the third business day of each March, June, September and December (excluding March 2020)] (each, a “Distribution Date”).

Because the Fund expects its quarterly distributions to exceed the Fund’s net investment income and net realized capital gains, the Fund expects a portion of each distribution to be a return of capital. See “Distributions and Federal Income Tax Matters” for a discussion of the tax consequences of the Fund’s intended distributions.

If the actual shareholder mortality rates experienced during the life of the Fund differ materially from the actuarial estimates used to calculate the Purchase Price per Share for each Eligible Investor Cohort (as described below under “Shareholder Guide — How to Buy Shares”), the Fund’s intended distributions may cause it to run out of assets prior to the Fund Liquidation Date. See “Risk that the Fund Will Run Out of Assets Prior to the Fund Liquidation Date” below.

There can be no assurance that the Fund will continue to make distributions until the Fund Liquidation Date. Under certain circumstances described in this prospectus, the Fund may run out of assets, and therefore be unable to make any further distributions, prior to the Fund Liquidation Date.

Mandatory Share Redemptions

On or about the first business day of each calendar month in which a Distribution Date will occur (the “Redemption Date”), the Fund will redeem any Shares not previously redeemed that are held by any shareholder whom the Fund determines has died prior to the start of the calendar quarter in which such Redemption Date occurs, in accordance with the procedures set forth below under “Procedures for Determining Redemption Eligibility.” The redemption price per Share will be equal to the total of (i) 100% of the per Share purchase price (including the Cohort Premium but excluding any sales load) (the “Purchase Price”) paid by the original purchaser of the redeemed Shares minus (ii) the aggregate amount of distributions paid by the Fund with respect to such Shares through the date of redemption; provided, however, that if the redemption price is negative pursuant to the above formula, then the redemption price will be $0 (the “Redemption Price”). Holders of redeemed Shares will not be entitled to any distributions made by the Fund on the Distribution Date immediately following such redemption or any Distribution Date thereafter.

Optional Early Share Repurchases

In order to provide monthly liquidity to shareholders, the Fund will repurchase Shares tendered by shareholders (each, an “Early Repurchase”) in accordance with, and subject to, the terms of the Fund’s Declaration of Trust, as amended from time to time (the “Declaration of Trust”) on the seventh (7th) business day of each calendar month (each, an “Early Repurchase Date”) for a repurchase price equal to the applicable “Early Repurchase Price” (as defined below) on such Early Repurchase Date, subject to the Fund having sufficient assets to pay the Early Repurchase Price. Shareholders tendering their Shares on an Early Repurchase Date must submit their written tender no later than two (2) business days prior to such Early Repurchase Date. See “Early Repurchases” below for more details, including how a shareholder can submit a written tender for their Shares.

Repurchase Date multiplied by (ii) the Market Value Adjustment. The Market Value Adjustment on any Early Repurchase Date will be equal to the lesser of (a) 98% and (b) a percentage determined according to the following formula:

Market Value Adjustment = 98% – [(10yrCMT_t – 10yrCMT_launch) x Duration], where

10yrCMT_t = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Adviser (the “10-Year CMT”), on such Early Repurchase Date;

10yrCMT_launch = the 10-Year CMT as of the end of the Offer Period; and

Duration = [ ], an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a [25]-year maturity, calculated as of the date of this prospectus.

In no event will the Early Repurchase Price be less than $0.

Shareholders may contact the Distributor on any business day to obtain the current Early Repurchase Price (calculated as if such business day were an Early Repurchase Date).

Fund Liquidation Date

The Fund expects to distribute all or substantially all of its assets prior to the Fund Liquidation Date. If the Fund has any remaining assets as of the Fund Liquidation Date, the Fund will liquidate and distribute the liquidation proceeds to any surviving shareholders. The actual amount of assets of the Fund, if any, as of the Fund Liquidation Date will depend on, among other things, interest rates, early redemption activity, and shareholder mortality rates experienced during the life of the Fund. There can be no assurance that the Fund will not run out of assets prior to the Fund Liquidation Date. See “Risk that the Fund Will Run Out of Assets Prior to the Fund Liquidation Date” below.

Investment Adviser

Stone Ridge is the investment adviser of the Fund. As of [ ], 2019, Stone Ridge’s assets under management were approximately $[ ] billion. Austin Campbell, Nate Conrad and Li Song (the “Portfolio Managers”) are jointly and primarily responsible for the day-to-day management of the Fund. See “Management of the Fund” below. As described above under “Actuarial Services,” Stone Ridge has contracted with New York Life to provide certain actuarial services.

Unlisted Closed-End Fund Structure; Limited Liquidity

The Fund’s Shares are not listed, and the Fund does not intend to list the Shares for trading, on any national securities exchange. Under the terms of the Fund’s Declaration of Trust, the Shares are non-transferable. There is no secondary market for the Shares, and the Fund does not expect a secondary market in the Shares to develop. The only liquidity investors in the Fund can expect is from the planned distributions, the Periodic Redemptions, the Early Repurchases and upon liquidation of the Fund. An investment in the Fund is suitable only for long-term investors who can bear the risks associated with the limited liquidity of the Shares. Investors should consider their investment goals, time horizons and risk tolerance before investing in the Fund.

Distributor, Transfer Agent and Custodian

Stone Ridge Securities LLC is the Fund’s Distributor. U.S. Bancorp Fund Services, LLC is the Fund’s transfer agent (the “Transfer Agent”), administrator (the “Administrator”) and accounting agent. U.S. Bank NA is the Fund’s custodian. The Adviser pays fees to the Distributor as compensation for the services it renders. The Fund compensates the Transfer Agent and the custodian for their services. See “Distribution and Servicing Arrangements” below.

The Shares are sold subject to a maximum sales load of up to [ ]%. Brokers and dealers that have entered into selling agreements with the Distributor (each, a “Selling Agent” and together, the “Selling Agents”) typically receive the sales load with respect to the Shares sold by the Selling Agents. The Distributor does not receive any portion of the sales load. The Selling Agents may, in their sole discretion, reduce or waive the sales load. Investors should direct any questions regarding sales loads to the relevant Selling Agent.

Special Risk Considerations

An investment in the Fund involves special risk considerations. Investors should consider carefully the risks described below, along with the additional risks described under “Investment Objective, Policies and Risks — Risk Considerations” below.

Investors should carefully consider the Fund’s risks and investment objective, as an investment in the Fund may not be appropriate for all investors and is not designed to be a complete investment program. An investment in the Fund involves risk. Before making an investment/allocation decision, investors should (i) consider the suitability of this investment with respect to their investment objectives and individual situation, including their health and (ii) consider factors such as their net worth, income, age and risk tolerance. Investment should be avoided where an investor/client has very serious or life-threatening health problems.

The Fund’s principal risk factors are listed below. Before investing, please be sure to read the additional descriptions of these risks under “Risk Considerations” below.

Individual Mortality Risk. Shareholders who die will have their Shares redeemed for the Redemption Price (which may be equal to $0) and will be entitled to no further returns or distributions, and no rights or value from the Shares, other than the right to receive the Redemption Price, will pass to the deceased shareholders’ spouses, executors, administrators, heirs, successors, assigns, creditors or any other beneficiaries of the decedents’ estates or other estate planning vehicles created by the decedents. There can be no assurance that the amount of distributions received by a shareholder prior to their death, together with the Redemption Price, if applicable, will represent an adequate return on that shareholder’s investment. Shareholders should not invest in the Fund if they have very serious or life-threatening health problems.

Risk that the Fund Will Run Out of Assets Prior to the Fund Liquidation Date. As described below under “Shareholder Guide — How to Buy Shares,” the Purchase Prices for the Shares are calculated to be amounts such that the Fund’s planned distributions are not expected to cause the Fund to run out of assets prior to the Fund Liquidation Date, but this expectation is based on a number of assumptions, including an assumed rate of Periodic Redemptions. As a result, if the actual shareholder mortality rates experienced during the life of the Fund differ materially from the actuarial estimates used to calculate the Purchase Prices for the Shares, the Fund may run out of assets to fund the planned distributions. If the Fund runs out of assets, the Fund will liquidate prior to the expected Fund Liquidation Date and investors will not receive any distributions following the point in time at which the Fund ran out of assets.

Additionally, the Fund’s planned distributions will be calculated using actuarial information provided by New York Life. This information reflects New York Life’s estimates of the mortality risk faced by individuals sharing the broad demographic characteristics of the investors in the Fund (for example, age and gender). Such estimates

are inherently subject to the risk that changes in factors impacting the mortality rates of this population could render the estimates materially inaccurate. For instance, if a breakthrough in medical science, and the affordable and sufficiently timely distribution to a large enough number of shareholders of that breakthrough, dramatically increases the life expectancy of investors in the Fund, the Fund may run out of assets prior to the Fund Liquidation Date.

As an example of the potential for a medical breakthrough to impact the Fund, the Centers for Disease Control and Prevention has estimated that the elimination of all forms of cancer would increase life expectancy by 3.2 years for newborns and by 1.8 years for a 70-year-old. If (a) this breakthrough occurred 15 years after the launch of the Fund, (b) the distribution of the breakthrough medication somehow occurred instantly and affordably at that exact time to all shareholders who needed it, and (c) its subsequent impact on shareholder mortality rates was spread evenly over the remaining 10 years of the Fund’s term, the Adviser and New York Life estimate the impact on shareholder mortality rates would be a 3% decrease per year to the annual mortality rate estimates used to calculate the Purchase Prices for the Shares each year for the last 10 years of the Fund’s term (i.e., in year 16, the mortality rates would be 3% lower, decreasing to 30% lower by year 25). If, instead, (a) this breakthrough occurred immediately following the launch of the Fund and (b) the distribution of the breakthrough medication somehow occurred instantly and affordably at that exact time to all shareholders who needed it, the Adviser and New York Life estimate the impact on shareholder mortality rates would be a 30% decrease to the annual mortality rate estimates used to calculate the Purchase Prices for the Shares (i.e., in years 1 through 25, the mortality rates would be 30% lower). If there were no other material changes to shareholder mortality rates and interest rates experienced during the life of the Fund matched the estimates used to calculated the Purchase Prices for the Shares, the Adviser and New York Life have estimated that such a medical breakthrough would cause the Fund to liquidate in 24.5 years and 22.5 years, respectively, instead of 25 years following the Fund launch.

The risk that the mortality experienced by investors in the Fund deviates from the estimates provided by New York Life is heightened due to the novel nature of the Fund. In order to form more accurate mortality estimates for investors in a particular product, actuaries need to make assumptions about the types of individuals who will find a product attractive. For example, purchasers of life insurance may be viewed, as a group, as facing a higher mortality risk than annuity purchasers of the same age who buy policies that provide no refund on the death of the purchaser. New York Life has provided actuarial estimates consistent with the estimates New York Life uses to price certain income annuity contracts with a refund on the death of the purchaser, based on the assumption that investors in the Fund will face substantially similar mortality risks as similarly situated purchasers of such annuity contracts. Because the Fund is a newly organized investment company and the Adviser is unaware of other investment companies with similar characteristics, the reasonableness of this assumption is untested. If the health of investors in the Fund is materially better than expected, the Fund may run out of assets prior to the Fund Liquidation Date.

Zero-Coupon Securities Risk. The Fund expects to invest a significant amount of its assets in zero-coupon securities. Zero-coupon U.S. Government Securities will typically be U.S. Treasury notes and U.S. Treasury bonds that have been stripped of their interest coupons or certificates representing interests in those stripped debt obligations and coupons. Zero-coupon securities do not make periodic interest payments and are sold at a deep discount from their face value at maturity. The buyer recognizes a rate of return determined by the gradual appreciation of the security, which is redeemed at face value on a specified maturity date. This discount depends on the time remaining until maturity, as well as prevailing interest rates, the liquidity of the security and the credit quality of the issuer. The discount typically decreases as the maturity date approaches.

Because zero-coupon securities pay no interest and compound semi-annually at the rate fixed at the time of their issuance, their value is generally more volatile than the value of other debt securities that pay interest. Their value may fall more dramatically than the value of interest-bearing securities when interest rates rise. When prevailing interest rates fall, zero-coupon securities tend to rise more rapidly in value because they have a fixed rate of return.

Early Repurchase Risk. Shareholders who tender their Shares for repurchase are subject to the risk that the Early Repurchase Price will decline between the date they tender their Shares for repurchase and the corresponding Early Repurchase Date.

Interest Rate Risk. The Fixed Distribution Amount will not change as interest rates change. If interest rates increase, shareholders face the risk that the value to them of the Fixed Distribution Amounts will decrease relative to other investment options that may be available at that time. If shareholders were to respond to this increase in rates by tendering their Shares in order to redeploy their capital into such other investment options, the amount they would receive upon repurchase would be less than if interest rates were lower, because the Market Value Adjustment would reduce the Early Repurchase Price as interest rates increase.

Finite Existence Risk. Unlike a traditional investment company with a perpetual existence, the Fund is designed to have distributed substantially all of its assets by the Fund Liquidation Date. Although the Fund will seek to achieve a high level of distributions during the life of the Fund, following the Fund Liquidation Date there will be no further distributions made by the Fund and shareholders may not be able to find a replacement investment that provides a similar level of distributions.

Inadvertent Distribution Risk. As described below under “Management of the Fund — Distributions,” prior to making any distribution, the Adviser will attempt to verify which shareholders have died, and whose Shares have therefore become redeemable, by using certain publicly available records and databases used by New York Life in connection with its business. The Adviser believes these sources of information to be generally reliable but it is likely that, from time to time, a distribution will be made to a deceased shareholder prior to that shareholder’s Shares being redeemed because the shareholder’s death has not become known to the Fund. Any inadvertent distribution to a deceased shareholder will reduce the Fund’s assets and increase the possibility that that Fund will run out of assets before it makes all of its planned distributions.

No Insurance Protections Risk. Shares of the Fund are not, and do not represent interests in, an insurance contract or an annuities contract. Investors in the Fund will not benefit from the consumer protections provided by state insurance laws and regulations, including the protection afforded by state guaranty funds. In addition, as described above under “Risk that the Fund Will Run Out of Assets Prior to the Fund Liquidation Date,” shareholders face the risk that the Fund will run out of assets to fund its intended distributions. If this were to occur, the Fund is not obligated to make the planned distributions, and there is no insurance company or other third party to which investors can look to for the planned distributions.

Credit Risk. Securities issued by the U.S. Treasury historically have not had credit-related defaults. However, events in 2011 led to a downgrade in the long-term credit rating of U.S. bonds by several major rating agencies and introduced greater uncertainty about the repayment by the United States of its obligations. A further credit rating downgrade could decrease, and a U.S. credit default would decrease, the value of the Fund’s investments and increase the volatility of the Fund’s portfolio. There can be no assurance that U.S. Government Securities will retain their value.

The following table describes the fees and expenses investors may pay if they buy and hold Shares of the Fund.

Example. The following Example is intended to help investors understand the various costs and expenses that investors, as holders of Shares, would bear directly or indirectly. The Example assumes that an investor invests $1,000 in Shares of the Fund for the time periods indicated. The Example also assumes that the investment has a 5% return each year and that the Fund’s operating expenses (as described above) remain the same. The Example also assumes that the investor’s Purchase Price is subject to the highest Cohort Premium; if an investor’s Purchase Price is subject to a lower Cohort Premium, their actual costs may be lower than shown below. The Example should not be considered a representation of the Fund’s future expenses. Although an investor’s actual costs may be higher or lower, based on these assumptions an investor’s costs would be:

The Fund is newly organized and its Shares have not previously been offered. Therefore, the Fund does not have any financial history. Additional information about the Fund’s investments will be available in the Fund’s annual and semi-annual reports when they are prepared.

The Fund is a newly organized closed-end management investment company registered under the 1940 Act. The Fund was organized as a Delaware statutory trust on June 18, 2019, pursuant to a Certificate of Trust. The Fund has no operating history. The Fund’s principal office is located at 510 Madison Ave, 21st Floor, New York City, NY 10022.

The Fund will invest the proceeds of the offering of Shares in accordance with its investment objective and policies as stated below. It is currently anticipated that the Fund will be able to invest all or substantially all of the net proceeds according to its investment objective and policies promptly following receipt of the proceeds.

Set forth below is additional information about the Fund’s investment strategies and risks.

Changes to the Fund’s Investment Policies. The Fund’s investment objective and policies may be changed without shareholder approval unless an objective or policy is identified in the prospectus or in the Statement of Additional Information as “fundamental.”

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells investments (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. Based on the Fund’s anticipated portfolio of investments, the Fund’s does not anticipate having a material portfolio turnover rate. Portfolio turnover will not be a limiting factor should the Adviser deem it advisable to purchase or sell securities.

The Fund is subject to the principal risks described above under “Special Risk Considerations” and the additional risks described below. As with any investment company, there is no guarantee that the Fund will achieve its investment objective. An investor could lose part of their investment in the Fund, and the Fund could underperform other investments.

U.S. Government Securities Risk. The Fund may invest directly or indirectly in securities issued or guaranteed by the U.S. government (including U.S. Treasury obligations which differ in their interest rates, maturities and times of issuance). U.S. Government Securities are subject to market risk, risks related to changes in interest rates and credit risk. Securities that are backed by the full faith and credit of the United States are guaranteed only as to the timely payment of interest and principal when held to maturity and the market prices for such securities will fluctuate. Notwithstanding that these securities are backed by the full faith and credit of the United States, circumstances could arise that would prevent the payment of interest or principal. This would result in losses to the Fund. As a result of their credit quality and market liquidity, U.S. Government Securities generally provide a lower current return than obligations of other issuers.

Liquidation Risk. The Fund expects to liquidate its remaining U.S. Government Securities on the Fund Liquidation Date and distribute the proceeds to remaining shareholders. Although the types of U.S. Government Securities in which the Fund will invest have historically been liquid, it is possible that due to a market or political disruption around the time of the Fund Liquidation Date, the Fund’s U.S. Government Securities could become illiquid. In that case, the Fund may need to liquidate its securities over a number of trading days, resulting in the Fund’s assets being uninvested for a period of time, or the Fund may receive a price for its securities below what the Adviser believes they would receive in the absence of such disruption.

Management and Operational Risk. The Fund is subject to management risk because it relies on the Adviser’s ability to achieve its investment objective. The Fund runs the risk that the Adviser’s management techniques will fail to produce desired results and cause the Fund to incur significant losses. The Adviser may select investments that do not perform as anticipated by the Adviser.

Any imperfections, errors or limitations in quantitative analyses, actuarial assumptions and models used by the Adviser or New York Life as part of the investment process could affect the Fund’s performance. Neither the Adviser nor New York Life have provided or will provide any guarantee or assurance to the Fund that these quantitative analyses, actuarial assumptions or models will accurately reflect the Fund’ performance.

The Fund also is subject to the risk of loss as a result of other services provided by the Adviser and other service providers, including the actuarial services provided by New York Life and the pricing, administrative, accounting, tax, legal, custody, transfer agency and other services provided by other service providers. Operational risk includes the possibility of loss caused by inadequate procedures and controls, human error and cyber-attacks, disruptions and failures affecting, or by, a service provider.

No Prior History. The Fund is a newly-organized closed-end management investment company with no history of operations, thus has no financial statements or other meaningful operating or financial data on which potential investors may evaluate the Fund and its performance, and is designed for long-term investors and not as a trading vehicle.

Changes to the Fund’s Investment Policies. The Fund’s investment objective and policies may be changed without shareholder approval unless an objective or policy is identified in the prospectus or in the Statement of Additional Information as “fundamental.”

Anti-Takeover Provisions. The Declaration of Trust, together with any amendments thereto, include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to open-end status.

Tax Risk. The Fund intends to elect to be treated as and to qualify each year for treatment as a regulated investment company (“RIC”) under Subchapter M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the “Code”). In order to qualify for such treatment, the Fund must derive at least 90% of its gross income each taxable year from qualifying income, meet certain asset diversification tests at the end of each fiscal quarter and distribute at least 90% of its investment company taxable income for each taxable year.

If, in any year, the Fund were to fail to qualify for treatment as a RIC under the Code for any reason, and were not able to cure such failure, the Fund would be treated as a “C Corporation” and, as such, would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income.

The Board oversees the conduct of the Fund’s affairs and the Adviser’s management of the Fund.

Stone Ridge acts as the Fund’s investment manager under an Investment Management Agreement (the “Management Agreement”). Stone Ridge’s principal office is located at 510 Madison Avenue, 21st Floor, New York, New York 10022. As of [ ], 2019, Stone Ridge’s assets under management were approximately $[ ] billion. Stone Ridge is a Delaware limited liability company and is controlled by Stone Ridge Holdings Group LP, a holding company for the Adviser and its affiliates.

Under the general oversight of the Board, Stone Ridge has been engaged to carry out the investment and reinvestment of the assets of the Fund, furnish continuously an investment program with respect to the Fund, determine which investments should be purchased, sold or exchanged and implement such determinations by causing the Fund to make investments. Stone Ridge compensates all Trustees and officers of the Fund who are members of Stone Ridge’s organization and who render investment services to the Fund. The Fund has agreed to pay Stone Ridge as compensation under the Management Agreement a fee in the amount of [ ]% of the average daily net assets of the Fund. Separately from the contractual expense limitation referenced under “Fund Expenses” above, Stone Ridge may voluntarily reimburse any fees and expenses of the Fund but is under no obligation to do so. Any such voluntary reimbursements may be terminated at any time.

A discussion regarding the considerations of the Fund’s Board for approving the Management Agreement will be included in the Fund’s first annual or semi-annual report to shareholders.

Pursuant to the Management Agreement, Stone Ridge agrees to manage the investment and reinvestment of the Fund’s assets, determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested and continuously review, supervise and administer the investment program of the Fund. Stone Ridge bears its own operating and overhead expenses attributable to its duties under the Management Agreement (such as salaries, bonuses, rent, office and administrative expenses, depreciation and amortization and auditing expenses), except that the Fund bears travel expenses (or an appropriate portion thereof) of Trustees or Fund officers who are partners, directors, trustees or employees of Stone Ridge to the extent that such expenses relate to attendance at meetings of the Board or any committees thereof or advisers thereto, and the Fund bears all or a portion of the expenses related to the Fund’s chief compliance officer, as may be approved by the Board from time to time.

The Fund bears all other costs of its operations, including, without limitation, the compensation of the Independent Trustees; ordinary administrative and operating expenses, including the management fee and all expenses associated with the pricing of Fund assets; risk management expenses; ordinary and recurring

investment expenses, including all fees and expenses directly related to portfolio transactions and positions for the Fund’s account (including brokerage, clearing and settlement costs), custodial costs and interest charges; professional fees (including, without limitation, expenses of consultants, experts and specialists); fees and expenses in connection with any repurchases of Shares; legal expenses (including legal and other out-of-pocket expenses incurred in connection with the organization of the Fund and the offering of its shares); accounting and auditing expenses incurred in preparing, printing and delivering all reports (including such expenses incurred in connection with any Fund document) and tax information for shareholders and regulatory authorities and all filing costs, fees, travel expenses and any other expenses directly related to the investment of the Fund’s assets. The Fund pays any extraordinary expenses it may incur, including any litigation expenses.

The Adviser has formed a Board of Advisors to provide guidance and advice to the Adviser with respect to developments in longevity, both generally and as it relates to the Fund and other similar funds. The Board of Advisors currently consists of Ross Stevens (Chairman), Founder and CEO of Stone Ridge; Ted Mathas, Chairman of the Board of Directors and Chief Executive Officer of New York Life Insurance Company; and Laura Carstensen, Founder and Director of the Stanford Center on Longevity. The Board of Advisors will not serve an investment advisory function.

Austin Campbell, Nate Conrad and Li Song are the Portfolio Managers of the Fund. Each of the Portfolio Managers has been a Portfolio Manager of the Fund since inception. [Each of the Portfolio Managers also is a portfolio manager of other registered investment companies, including mutual funds.]

Austin Campbell. Austin Campbell, Portfolio Manager of the Fund, is responsible for the day-to-day management of the Fund and its investments jointly with Mr. Conrad and Mr. Song. Prior to joining Stone Ridge in 2018, Mr. Campbell worked at JP Morgan as the head trader of the Insurance-Linked Securities trading desk. Mr. Campbell received his MBA in Quantitative Finance from New York University and his B.S. in Mathematics from California State University, Chico.

Nate Conrad. Nate Conrad, Portfolio Manager of the Fund, is responsible for the day-to-day management of the Fund and its investments jointly with Mr. Campbell and Mr. Song. Prior to joining Stone Ridge in 2016, Mr. Conrad worked at Goldman Sachs as the senior trader in Interest Rates Electronic Trading. Mr. Conrad received his BSE in Computer Information Science from the University of Pennsylvania’s Engineering school.

Li Song. Li Song, Portfolio Manager of the Fund, is responsible for the day-to-day management of the Fund and its investments jointly with Mr. Campbell and Mr. Conrad. Prior to joining Stone Ridge in 2018, Mr. Song worked at Goldman Sachs as a senior strategist in Emerging Markets foreign exchange, interest rate, options, and credit products. Mr. Song received his PhD, M.Phil., and M.A. in Statistics from Columbia University and his B.S. in Mathematics at the University of Science and Technology of China.

The Adviser’s Investment Committee (the “Committee”) oversees the investment policies and strategies of the Adviser and monitors risk within the funds advised by the Adviser, including the Fund.

The members of the Committee, and their professional background and experience, are as follows:

Daniel Fleder. Mr. Fleder joined Stone Ridge in 2016. Mr. Fleder is the Chair of the Committee and serves as Head of Markets and Head of Risk at Stone Ridge. Mr. Fleder received his PhD in Operations Research and MS in Statistics from the University of Pennsylvania (Wharton) and BSE in Engineering from the University of Pennsylvania (Engineering School).

Robert Gutmann. Mr. Gutmann is a co-founder of Stone Ridge. Mr. Gutmann has held a variety of leadership roles at Stone Ridge, including Head of Product Development and Execution and his current role as Head of Digital Asset Strategies. Mr. Gutmann received his B.A. in Mathematics and Music from Columbia University.

Ross Stevens. Mr. Stevens founded Stone Ridge in 2012, and serves as Chief Executive Officer. Mr. Stevens received his PhD in Finance and Statistics from the University of Chicago (Booth) and his BSE in Finance from the University of Pennsylvania (Wharton).

Yan Zhao. Ms. Zhao is a co-founder of Stone Ridge. Ms. Zhao has held a variety of leadership roles at Stone Ridge, including Head of Reinsurance and her current role as Head of Flourish. Ms. Zhao holds an MBA from Harvard Business School and a BA in Economics from Harvard University.

The Statement of Additional Information provides additional information about the Adviser, including information about potential conflicts of interest that the Adviser may face in managing the Fund, and about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager and each Portfolio Manager’s ownership of securities in the Fund. The Statement of Additional Information is part of this prospectus and is available free of charge by calling [ ] or at [www.stoneridgefunds.com]. The information (other than this prospectus, including the Statement of Additional Information) contained on, or that can be accessed through, [www.stoneridgefunds.com] is not part of this prospectus or the Statement of Additional Information.

A control person is a person who beneficially owns more than 25% of the voting securities of a company. An affiliate of Stone Ridge is currently the sole shareholder of the Fund and, therefore, a control person. However, it is anticipated that such affiliate of Stone Ridge will no longer be a control person once this offering is completed.

Custodian. U.S. Bank NA, located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, is the Fund’s custodian.

Transfer Agent. U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, is the Fund’s transfer agent and dividend disbursing agent.

Administrator. U.S. Bancorp Fund Services, LLC (the “Administrator”), located at 615 East Michigan Street, Milwaukee, Wisconsin 53202, is the Fund’s administrator and accounting agent, performing general administrative tasks for the Fund, including, but not limited to, keeping financial books and records of the Fund. The Fund compensates the Administrator at rates that are determined based on the aggregate net assets of the funds in the Stone Ridge fund complex, with each fund paying a pro rata portion of the fee allocated on the basis of the funds’ net assets.

Independent Registered Public Accounting Firm. Ernst & Young LLP, 220 South 6th Street, Minneapolis, MN 55402, serves as the Fund’s Independent Registered Public Accounting Firm, and is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board.

Legal Counsel. Ropes & Gray LLP, located at 800 Boylston Street, Boston, Massachusetts, acts as legal counsel to the Fund.

Distribution Amount”). The Fund intends to make these distributions on [the third business day of each March, June, September and December (excluding March 2020)] (each, a “Distribution Date”).

The Fund’s distributions are expected to be taxed as ordinary income and/or capital gains. Because the Fund expects its quarterly distributions to exceed the Fund’s net investment income and net realized capital gains, the Fund expects a portion of each distribution to be a return of capital. See “Distributions and Federal Income Tax Matters” for a discussion of the tax consequences of the Fund’s intended distributions.

On or about the first business day of each calendar month in which a Distribution Date will occur (the “Redemption Date”), the Fund will redeem any Shares not previously redeemed that are held by any shareholder whom the Fund determines has died prior to the start of the calendar quarter in which such Redemption Date occurs, in accordance with the procedures set forth below under “Procedures for Determining Redemption Eligibility.” The redemption price per Share will be equal to the total of (i) 100% of the per Share Purchase Price paid by the original purchaser of the redeemed Shares minus (ii) the aggregate amount of distributions paid by the Fund with respect to such Shares through the date of redemption; provided, however, that if the redemption price is negative pursuant to the above formula, then the redemption price will be $0 (the “Redemption Price”). Holders of redeemed Shares will not be entitled to any distributions made by the Fund on the Distribution Date corresponding to such redemption or any Distribution Date thereafter.

Prior to each Redemption Date, the Adviser will determine, working with New York Life and using the operational procedures New York Life uses in its business, whether any shareholder has died, resulting in eligibility for a Periodic Redemption. If the Adviser determines that Shares have become eligible for a Periodic Redemption, it will send or cause to be sent a notice of such determination to the affected shareholder using the contact information on file with the Transfer Agent no later than the 15th calendar day of the month preceding the month of the Redemption Date. Any shareholder that receives such a notice in error must contact the Adviser prior to the Redemption Date or their Shares will be subject to redemption. Additionally, shareholders must keep their contact information on file with the Transfer Agent up to date or they risk having their Shares redeemed early or not receiving distributions they would otherwise be entitled to if they are identified as being deceased in error. If, following a redemption of a shareholder’s Shares, that shareholder notifies the Adviser that they have not died, the Adviser may, in its sole discretion, direct the Transfer Agent to reverse the redemption upon receipt from that shareholder of the Redemption Price paid to them (if any), and deliver to that shareholder any distributions paid on the Shares prior to such reversal and not received by that shareholder as a result of the redemption.

Shares will not be permitted to be held jointly on the books and records of the Fund, and for purposes of this Prospectus and the operations of the Fund, including determining whether Shares are redeemable, the “shareholder” or “investor” of the Fund will be the natural person who is listed on the books and records of the Fund, the Distributor or a Selling Agent, as subscribing for Shares of the Fund when the Shares are originally purchased, regardless of how the Shares are held for state law purposes and whether or not held in an omnibus account at an intermediary.

The Fund has authorized the Distributor to receive orders on its behalf. The Fund is deemed to have received an order when the Distributor receives the order in good order. The Shares will be offered during the period (the “Offer Period”) from the date of this prospectus through the Final Opt-out Date (as defined below). During the Offer Period, prospective investors will generally be required to subscribe for the Shares online through a website maintained by the Distributor and may be required to open a brokerage account with the Distributor if they do not already have such an account, unless the Shares are to be purchased through a Selling Agent, in which case the prospective investor will be required to follow the procedures put in place by the Selling Agent. As part of the subscription process, prospective investors will be required to provide certain demographic information, including their date of birth, gender and social security number or taxpayer identification number, to enable the Fund to price the Shares as described below and to enable the Adviser to monitor for Shares that may be redeemable by the Fund at the next Periodic Redemption as described under “Management of the Fund — Procedures for Determining Redemption Eligibility.” Prior to the end of the Offer Period, investors wishing to subscribe for Shares of the Fund will be required to have available funds in escrow with the Distributor, where the funds will earn interest for the benefit of the investors. On or prior to [4:00] p.m., New York City time, on the Final Opt-out Date (as defined below), investors will have the right to cancel or edit their subscription and receive their subscription amount back from the Distributor.

Shares will only be offered to natural persons who were born between [January 1], 1940 and [January 1], 1960 (“Eligible Investors”). We refer to Eligible Investors of the same gender and that were born in the same half-year (i.e., January 1 through June 30 or July 1 through December 31 of the same calendar year) as an “Eligible Investor Cohort.”

In order for an investor to purchase a Share, such investor will be required to pay the applicable Purchase Price per Share, which will equal the “Base Purchase Price” per Share plus any applicable “Cohort Premium” (plus any applicable sales load), each of which will be calculated by the Adviser as of the end of the Offer Period as follows.

The Base Purchase Price per Share will be equal to the Adviser’s estimate of the fair value of one Share to the Eligible Investor Cohort with the highest risk of mortality according to the actuarial information provided by New York Life, based on an actuarially-adjusted measure of the value to that Eligible Investor Cohort of the expected distributions to be made by the Fund and factoring in the fees expected to be paid by the Fund as a result of that Eligible Investor Cohort investing in the Fund. The Cohort Premium for each other Eligible Investor Cohort will be the excess, if any, of (i) the Adviser’s estimate of the fair value of one Share to that Eligible Investor Cohort over (ii) the Base Purchase Price per Share. In order to estimate these fair values, the Adviser assumes a target final distribution to be made on the Fund Liquidation Date (the “Liquidation Distribution”), which represents the buffer the Fund has to withstand variability in shareholder mortality rates without running out of assets prior to the Fund Liquidation Date. The Adviser will assume the smallest target Liquidation Distribution that, based on statistical analysis and using the actuarial information provided by New York Life, would result in the Fund not running out of assets prior to the Fund Liquidation Date with at least [95]% likelihood.

The purpose of the Cohort Premium is to establish a fair Purchase Price for all investors, by charging a per Share premium to Eligible Investor Cohorts whose members are statistically more likely to benefit from the stream of distributions provided by the Fund (because, based on the actuarial information provided by New York Life, they face a lower risk of mortality through the Fund Liquidation Date) and, conversely, by charging a lower per Share premium to Eligible Investor Cohorts whose members are statistically less likely to so benefit (because, based on the actuarial information provided by New York Life, they face a higher risk of mortality through the Fund Liquidation Date). The Cohort Premiums will not be based on shareholder-specific factors other than age and gender.

On or about [January 2], 2020, a new prospectus will be distributed with updated estimates for the Purchase Prices, Base Purchase Price per Share and Cohort Premiums (the date of filing of such prospectus, the “Pricing Date”). Investors who have subscribed for Shares prior to the Pricing Date will be notified of such updated filing and will be given until the date that is [6] calendar days following the Pricing Date (the “Final Opt-out Date”) to cancel or edit their subscription. If following the Pricing Date, a new prospectus is distributed with updated estimates for the Purchase Prices, Base Purchase Price per Share and Cohort Premiums, investors who have subscribed for Shares prior to the distribution of such updated prospectus will receive such prospectus (an “Extension Notice”) and the Final Opt-out Date will be extended to the date that is [6] calendar days following the date of the Extension Notice.

All investments are subject to approval of the Adviser, and all investors must complete and submit the necessary account registration forms in good order. The Fund reserves the right to reject any investment and to suspend the offering of Shares.

Clients of investment advisory organizations may also be subject to investment advisory and other fees under their own arrangements with such organizations.

Shares of the Fund generally may be sold only to U.S. citizens or U.S. residents. The Fund reserves the right to refuse any request to purchase Shares.

No Share Certificates. The issuance of Shares is recorded electronically on the books of the Fund. An investor will receive a confirmation of, or account statement reflecting, each new transaction in their account, which will also show the total number of Shares of the Fund they own. An investor can rely on these statements in lieu of certificates. The Fund does not issue certificates representing Shares of the Fund.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

In compliance with the USA PATRIOT Act of 2001, please note that the Transfer Agent or authorized intermediary will verify certain information upon account opening as part of the Fund’s Anti-Money Laundering Program. An investor will be asked to supply certain required information, such as their full name, date of birth, social security number and permanent street address.

If the identity of a customer cannot be verified, the account will be rejected or the customer will not be allowed to perform a transaction on the account until the customer’s identity is verified. The Fund may also reserve the right to close the account within 5 business days if clarifying information/documentation is not received.

The Fund and its agents are not responsible for any loss in an investor’s account resulting from the investor’s delay in providing all required identifying information or from closing an account and repurchasing an investor’s Shares when an investor’s identity is not verified.

In addition, the Fund may be required to “freeze” an account if there appears to be suspicious activity or if account information matches information on a government list of known terrorists or other suspicious persons.

In order to provide monthly liquidity to shareholders, the Fund will repurchase Shares in accordance with, and subject to, the Declaration of Trust and pursuant to written tenders by shareholders (each, an “Early Repurchase”) on the seventh (7th) business day of each calendar month (each, an “Early Repurchase Date”) for a repurchase price equal to the applicable “Early Repurchase Price” (as defined below) on such Early Repurchase Date, subject to the Fund having sufficient assets to pay the Early Repurchase Price. Shareholders tendering their Shares on an Early Repurchase Date must submit their written tender to the Distributor in good order at least two (2) business days prior to such Early Repurchase Date. Any written tenders received by the Distributor within two (2) business days prior to an Early Repurchase Date will not be accepted for repurchase on such Early Repurchase Date but will, so long as the tender is in good order, be accepted for repurchase on the next Early Repurchase Date. The Distributor anticipates maintaining a website where shareholders can submit their written tenders.

If in the future, the Board determines that revisions to the repurchase procedures described above are required, the Board will adopt such revised repurchase procedures.

The Early Repurchase Price for members of an Eligible Investor Cohort on any Early Repurchase Date will equal the product of (i) the Redemption Price for that Eligible Investor Cohort (i.e., the price a member of that Eligible Investor Cohort would receive if they were subject to a mandatory share redemption on death) as of that Early Repurchase Date multiplied by (ii) the Market Value Adjustment. The Market Value Adjustment on any Early Repurchase Date will be equal to the lesser of (a) 98% and (b) a percentage determined according to the following formula:

Market Value Adjustment = 98% – [(10yrCMT_t – 10yrCMT_launch) x Duration], where

Shareholders may contact the Distributor on any business day to obtain the current Early Repurchase Price (calculated as if such business day were an Early Repurchase Date) or to confirm the procedures for submitting a written tender of their Shares.

A written tender for Shares will be in “good order” when the Distributor receives, in writing, all required information to effect the Early Repurchase, including the shareholder’s name, account information and the number of Shares the shareholder is tendering. If a shareholder (1) is tendering Shares worth more than $[50,000] or (2) has undergone a change in their account registration or address within the last [30] days, such shareholder may, for security reasons, be asked by the Distributor to take additional steps in order to validate the tender.

Stone Ridge Securities LLC, located at 510 Madison Avenue, 21st Floor, New York, NY 10022 (the “Distributor”), is the principal underwriter and distributor of Shares of the Fund. The Distributor is an affiliate of the Adviser. The Distributor acts as the distributor of Shares for the Fund on a best efforts basis, subject to various conditions, pursuant to the terms of its contract with the Fund. The Distributor is not obligated to sell any specific amount of Shares of the Fund, or to buy any of the Shares. Shares of the Fund are offered through the Distributor, as the exclusive distributor. The Fund has agreed to indemnify the Distributor and its affiliates against certain liabilities, including certain liabilities arising under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act. The Distributor has agreed to indemnify the Fund, the Adviser and each Trustee against certain liabilities arising from the Distributor’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of its duties, obligations or responsibilities under the distribution agreement.

Selling Agents typically receive the sales load with respect to the Shares sold by them. The Distributor does not receive any portion of the sales load. Purchases of Shares are subject to a maximum sales load of up to [ ]%. The Selling Agents may, in their sole discretion, reduce or waive the sales load. Investors should direct any questions regarding sales loads to the relevant Selling Agent.

No market exists for the Fund’s Shares. The Fund’s Shares are not listed, and the Fund does not intend to list the Shares, for trading on any national securities exchange. There is no secondary market for the Fund’s Shares, and the Fund does not expect a secondary market in the Shares to develop. Neither the Adviser nor the Distributor intends to make a market in the Fund’s Shares.

The Distributor provides the platform through which investors may purchase the Shares. The Fund pays fees to the Distributor to compensate the Distributor in connection with personal and account maintenance services rendered to Fund shareholders, including but not limited to electronic processing of client orders, electronic fund transfers between clients and the Fund, account reconciliations with the Fund’s Transfer Agent, facilitation of electronic delivery to clients of Fund documentation, monitoring client accounts for back-up withholding and any other special tax reporting obligations, maintenance of books and records with respect to the foregoing, and such other information and liaison services as the Fund or the Adviser may reasonably request (fees for such services, “servicing fees”).

Servicing fees are paid pursuant to a Distribution and Servicing Plan adopted by the Fund at the maximum annual rate of [ ]% of the Fund’s average daily net assets. These fees are paid out of the Fund’s assets on an ongoing basis. The Adviser performs certain services and incurs certain expenses through its employees who are registered representatives of a broker-dealer with respect to the promotion of the Fund’s Shares and the Adviser also performs certain services in connection with the servicing of shareholders. If amounts remain from the servicing fees after the Distributor has been paid, such amounts may be used to compensate the Adviser for the services it provides and for the expenses it bears. To the extent that there are expenses associated with shareholder services that exceed the amounts payable pursuant to the Distribution and Servicing Plan, the Fund will bear such expenses.

The NAV per share of the Fund’s Shares is determined by dividing the total value of the Fund’s portfolio investments, cash and other assets, less any liabilities (including accrued expenses or dividends), by the total number of Shares outstanding. The Fund’s Shares will be valued as of a particular time (the “Valuation Time”) on each day that the New York Stock Exchange (“NYSE”) opens for business¹; provided, that the Fund reserves the right to calculate the net asset value more or less frequently if deemed desirable. The Valuation Time is ordinarily at the close of regular trading on the NYSE (normally 4:00 p.m. Eastern time). Current net asset values per Share of the Fund may be obtained by contacting the Transfer Agent by telephone at [ ].

In accordance with the regulations governing registered investment companies, the Fund’s transactions in portfolio securities and purchases and sales of Shares (which bear upon the number of Shares outstanding) are generally not reflected in the NAV determined for the business day on which the transactions are effected (the trade date), but rather on the following business day.

The Board has approved procedures pursuant to which the Fund values its investments (the “Valuation Procedures”). The Board has established an Adviser Valuation Committee made up of employees of the Adviser to which the Board has delegated responsibility for overseeing the implementation of the Valuation Procedures and fair value determinations made on behalf of the Board.

Listed below is a summary of certain of the methods generally used currently to value investments of the Fund under the Valuation Procedures:

Short-term debt instruments, such as U.S. Treasury Bills, having a maturity of 60 days or less, are generally valued at amortized cost.

Other debt securities, including U.S. government debt securities, having a remaining maturity in excess of 60 days, are valued by an independent pricing service at an evaluated (or estimated) mean between the closing bid and asked prices.

If market quotations are not readily available or available market quotations or other information are deemed to be unreliable by the Adviser Valuation Committee, then such instruments will be valued as determined in good faith by the Adviser Valuation Committee.

It is the Fund’s policy to make distributions at least annually of all or substantially all of its net investment income and net realized capital gains, if any.

This section summarizes some of the important U.S. federal income tax consequences of investing in the Fund. This discussion does not address all aspects of taxation that may apply to shareholders, such as the estate tax, or to specific types of shareholders such as tax-deferred retirement plans and persons who are not “U.S. persons” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”). Investors should consult their tax advisers for information concerning the possible application of federal, state, local or non-U.S. tax laws to them. Please see the Statement of Additional Information for additional information regarding the tax aspects of investing in the Fund.

The Fund intends to elect to be treated as and to qualify each year to be treated as a regulated investment company (“RIC”) under Subchapter M of Chapter 1 of the Code. A RIC generally is not subject to federal

income tax at the fund level on income and gains that are timely distributed to shareholders. To qualify for such treatment, the Fund must meet certain income, asset diversification and distribution requirements.

Failure of the Fund to qualify and be eligible to be treated as a RIC would result in fund-level taxation and, consequently, a reduced return on investment for shareholders. The Fund could in some cases cure such failure, including by paying a fund-level tax or interest, making additional distributions, or disposing of certain assets.

For federal income tax purposes, distributions of net investment income are generally taxable to shareholders as ordinary income. The tax treatment of Fund distributions of capital gains is determined by how long the Fund owned (or is deemed to have owned) the investments that generated them, rather than how long investors owned their Shares. Distributions of net capital gains (the excess of the Fund’s net long-term capital gains over its net short-term capital losses) that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable as long-term capital gains, which are taxed to individuals at reduced rates. Distributions of net gains from the sale or deemed disposition of investments that the Fund held or is treated as having held for one year or less will be taxable as ordinary income.

If, in and with respect to any taxable year, the Fund makes a distribution to a shareholder in excess of the Fund’s current and accumulated earnings and profits, the excess distribution will be treated as return of capital to the extent of such shareholder’s tax basis in its Shares, and to the extent it exceeds such tax basis, as capital gain. A return of capital is not taxable, but it reduces a shareholder’s tax basis in its Shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition, if any, by the shareholder of its Shares. A portion of each distribution is expected to constitute a return of capital.

A dividend will be treated as paid on December 31 of a calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year.

Early each year, we will send investors a statement showing the tax status of their dividends and distributions for the prior year.

If a person that acquired Shares from or through a deceased shareholder by reason of the shareholder’s death receives a distribution prior to that shareholder’s Shares being redeemed by the Fund, such person is generally subject to U.S. federal income tax on the amount of the distribution. Further, any loss it realizes on the redemption of such Shares will be a capital loss without regard to whether the distribution was capital or ordinary.

The redemption of Shares pursuant to a Periodic Redemption will not be considered a taxable disposition by the deceased shareholder. Instead, such a redemption will be treated as a taxable disposition of the Shares by the person that acquired the Shares from or through the deceased shareholder by reason of the shareholder’s death. The amount of gain or loss recognized on such a taxable disposition depends upon the difference between the Redemption Price of Shares redeemed and the tax basis of the Shares. The basis of the Shares in the hands of the person acquiring the Shares from or through the deceased shareholder will equal the fair market value of the Shares at the date of the shareholder’s death. Because the fair market value of such Shares at the time of the shareholder’s death will generally equal the Redemption Price paid by the Fund for such Shares pursuant to a Periodic Redemption, it is expected that a person that acquires Shares from or through a deceased shareholder upon the shareholder’s death will not recognize a gain or loss as a result of a Periodic Redemption of the Shares upon the shareholder’s death. Such person is not expected to recognize a loss despite the fact that the Shares may be redeemed by the Fund for an amount (the Redemption Price) that is less than the Purchase Price the deceased shareholder paid for such Shares.

If, following a redemption of a former shareholder’s Shares, the former shareholder notifies the Adviser that the shareholder has not died, the Adviser, in its sole discretion, may direct the Transfer Agent to reverse the inadvertent redemption upon receipt from the former shareholder of the Redemption Price previously paid to the

former shareholder (if any), and deliver to the former shareholder any distributions paid on the Shares prior to such reversal and not received by such former shareholder as a result of the redemption. The shareholder will generally realize a loss on the inadvertent redemption. In general, if the Adviser were to reverse a prior redemption as described in this paragraph, the shareholder would have a basis in the reacquired Shares equal to the amount delivered by the shareholder for such Shares and the distributions delivered to the shareholder would be included in the shareholder’s income, generally as ordinary income.

Any gain or loss resulting from a redemption of Shares pursuant to an Early Repurchase will be treated as capital gain or loss for federal income tax purposes, which will be long-term or short-term depending on how long the shareholder had held their Shares. The amount of gain or loss recognized on an Early Repurchase depends upon the difference between the Early Repurchase Price of Shares redeemed and the tax basis of the Shares. It is expected that a person that has Shares redeemed pursuant to an Early Repurchase will realize a capital loss for federal income tax purposes.

A 3.8% Medicare contribution tax is imposed on the “net investment income” of certain individuals, estates and trusts to the extent their income exceeds certain threshold amounts. Net investment income generally includes dividends, interest and net gains from the disposition of investment property (including the Fund’s ordinary income dividends and Capital Gain Dividends). Shareholders should consult their tax advisers regarding the effect, if any, that this provision may have on their investment in the Fund.

Sections 1471-1474 of the Code and the U.S. Treasury Regulations and IRS guidance issued thereunder (collectively, “FATCA”) generally require the Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an “IGA”). If a shareholder fails to provide this information or otherwise fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA 30% of ordinary dividends the Fund pays to that shareholder. If a payment by the Fund is subject to FATCA withholding, the Fund or its agent is required to withhold even if such payment would otherwise be exempt from withholding under the rules applicable to foreign shareholders described above. The IRS and the Department of Treasury have issued proposed regulations providing that the gross proceeds of share redemptions or exchanges and Capital Gain Dividends the Fund pays will not be subject to FATCA withholding. Each prospective investor is urged to consult its tax adviser regarding the applicability of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary. In addition, some foreign countries have implemented and others are considering, and may implement, laws similar in purpose and scope to FATCA.

The states generally permit investment companies, such as the Fund, to “pass through” to their shareholders the state tax exemption on income earned from investments in the types of U.S. Treasury obligations the Fund expects to hold, so long as a fund meets all applicable state requirements. California, Connecticut and New York exempt such income when a fund has invested at least 50% of its assets in U.S. government securities, a requirement that will be satisfied by the Fund. Therefore, the Fund expects that shareholders will be allowed to exclude from state taxable income distributions made to the shareholder by the Fund that are attributable to interest the Fund directly or indirectly earned on such investments. Investors should consult their tax advisers regarding the applicability of any such exemption to their situation.

The discussion above is very general. Investors should consult their tax advisers about the effect that an investment in the Fund could have on their tax situation, including possible foreign, federal, state or local tax consequences, or about any other tax questions they may have.

The Fund is a statutory trust established under the laws of State of Delaware by the Certificate of Trust dated June 18, 2019. The Declaration of Trust authorizes the issuance of an unlimited number of Shares of beneficial interest, par value, unless the Trustees shall otherwise determine, $0.001 per share. All Shares have equal rights to the payment of dividends and other distributions and the distribution of assets upon liquidation. Shares are,

when issued, fully paid and non-assessable by the Fund and have no pre-emptive or conversion rights or rights to cumulative voting. Under the terms of the Declaration of Trust, the Shares are, except as set forth below, non-transferable and upon the death of a shareholder, Shares held by that shareholder will become redeemable by the Fund for a per Share redemption price equal to the total of (i) 100% of the purchase price paid for such Share (inclusive of the Cohort Premium paid with respect to such Share but exclusive of any sales load), minus (ii) the aggregate amount of distributions paid by the Fund with respect to such Share through the date of redemption; provided, however, that if the redemption price is negative pursuant to the above formula, then the redemption price will be $0. In addition, shareholders will have the right under the Declaration of Trust to tender their Shares for the Early Repurchase Price, subject to the Fund having sufficient assets to pay the Early Repurchase Price. Shareholders wishing to tender their Shares must follow the procedures for submitting a written tender of their Shares described above under “Early Repurchases.”

Each Share is entitled to share equally in dividends declared by the Board payable to holders of Shares and in the net assets of the Fund available for distribution to holders of Shares upon liquidation. The Fund will liquidate on the quarterly distribution date scheduled to occur in March 2045.

The Fund will have a class of preference shares that are not entitled to, and will not receive, any dividends or distributions while any Shares remain outstanding. The sole holder of the preference shares will be an affiliate of the Adviser.

The Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder or former shareholder held personally liable for the obligations of the Fund solely by reason of such person’s status as a shareholder or former shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund would be unable to meet its obligations.

Shareholders have no pre-emptive or conversion rights. Upon liquidation of the Fund, after paying or adequately providing for the payment of all liabilities of the Fund, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees will distribute the remaining assets of the Fund among the holders of the Shares.

The Board may classify or reclassify any issued or unissued Shares of the Fund into shares of any class by redesignating such Shares or by setting or changing in any one or more respects, from time to time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications or terms or conditions of repurchase of such Shares. Any such classification or reclassification will comply with the provisions of the Declaration of Trust and the 1940 Act.

As of [ ], 2019, the following number of Shares of the Fund was authorized for registration and outstanding:

Anti-Takeover Provisions. The Declaration of Trust includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Fund or to change the composition of the Board by discouraging a third party from seeking to obtain control of the Fund. These provisions may have the effect of discouraging attempts to acquire control of the Fund, which attempts could have the effect of increasing the expenses of the Fund and interfering with the normal operation of the Fund. The Trustees are elected for indefinite terms and do not stand for reelection. A Trustee may be removed from office without cause only by a written instrument signed or adopted by a majority of the remaining Trustees or by a vote of the holders of at

least two-thirds of the class of Shares of the Fund that are entitled to elect a Trustee and that are entitled to vote on the matter. The Declaration of Trust does not contain any other specific inhibiting provisions that would operate only with respect to an extraordinary transaction such as a merger, reorganization, tender offer, sale or transfer of substantially all of the Fund’s assets or liquidation. Reference should be made to the Declaration of Trust on file with the Commission for the full text of these provisions.

The Fund sends to shareholders unaudited semi-annual and audited annual reports, including a consolidated list of investments held.

The prospectus and the Statement of Additional Information do not contain all of the information set forth in the Registration Statement that the Fund has filed with the Commission. The complete Registration Statement may be obtained from the Commission upon payment of the fee prescribed by its rules and regulations. The Statement of Additional Information can be obtained without charge by calling [ ].

Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement of which this prospectus forms a part, each such statement being qualified in all respects by such reference.

All accounts, books and other documents required by Rule 31(a) under the 1940 Act and under the CEA are maintained at the offices, as applicable of: (1) the Fund, (2) the Adviser, (3) the Custodian and (4) the Administrator.

Stone Ridge recognizes and respects the privacy expectation of each of its customers. Stone Ridge believes that the confidentiality and protection of its customers’ non-public personal information is one of its fundamental responsibilities. This means, most importantly, that Stone Ridge does not sell customers’ non-public personal information to any third parties. Stone Ridge uses its customers’ non-public personal information primarily to complete financial transactions that its customers request or to make its customers aware of other financial products and services offered by a Stone Ridge affiliated company.

Stone Ridge collects non-public personal information about its customers from the following sources:

As emphasized above, Stone Ridge does not sell non-public personal information about current or former customers to third parties. Below are the details of circumstances in which Stone Ridge may disclose non-public personal information to third parties:

Stone Ridge restricts access to information about customers to its employees and to third parties, as described above. Stone Ridge maintains physical, electronic, and procedural safeguards reasonably designed to protect the confidentiality of its customers’ non-public personal information.

As required by federal law, Stone Ridge will notify customers of Stone Ridge’s Privacy Policy annually. Stone Ridge reserves the right to modify this policy at any time, but in the event that there is a change, Stone Ridge will promptly inform its customers of that change.

The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This Statement of Additional Information (“SAI”) describes Stone Ridge Longevity Risk Premium Fixed Income Fund 2019 (the “Fund”). This SAI is not a prospectus and is only authorized for distribution when preceded or accompanied by the Fund’s current prospectus dated [ ], 2019, as supplemented from time to time (the “Prospectus”). This SAI supplements and should be read in conjunction with the Prospectus. A copy of the Prospectus may be obtained without charge by writing the Fund at the address, or by calling the toll-free telephone number, listed above.

Stone Ridge Longevity Risk Premium Fixed Income Fund 2019 (the “Fund”) is a newly organized, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is an investment portfolio of Stone Ridge Trust VII (the “Trust”), a Delaware statutory trust organized on [ ], 2019. Capitalized terms used in this SAI and not otherwise defined have the meanings given to them in the Prospectus.

The Prospectus discusses the investment objective of the Fund, as well as the principal investment strategies it employs to achieve its objective and the principal investment risks associated with those strategies. Additional information about the strategies and other investment practices the Fund may employ and certain related risks of the Fund are described below.

U.S. Treasury Obligations. These include Treasury bills (which have maturities of one year or less when issued), Treasury notes (which have maturities of one to ten years when issued) and Treasury bonds (which have maturities of more than ten years when issued). Treasury securities are backed by the full faith and credit of the United States as to timely payments of interest and repayments of principal. Similar to other issuers, changes to the financial condition or credit rating of the United States government may cause the value of the Fund’s direct or indirect investment in Treasury obligations to decline.

Portfolio Turnover. Purchases and sales of portfolio investments may be made as considered advisable by the Adviser in the best interests of the shareholders. The Fund’s portfolio turnover rate may vary from year-to-year, as well as within a year. Higher portfolio turnover rates can result in corresponding increases in portfolio transaction costs for the Fund and may result in higher taxes when Fund shares are held in a taxable account.

For reporting purposes, the Fund’s portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities for the fiscal year by the monthly average of the value of the portfolio securities owned by the Fund during the fiscal year. In determining such portfolio turnover, all securities whose maturities at the time of acquisition were one year or less are excluded. A 100% portfolio turnover rate would occur, for example, if all of the securities in the Fund’s investment portfolio (other than short-term money market securities) were replaced once during the fiscal year. The Fund may engage in active and frequent trading to try to achieve its investment objective. Portfolio turnover will not be a limiting factor should the Adviser deem it advisable to purchase or sell securities.

The following investment restrictions of the Fund are designated as fundamental policies and as such cannot be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities. Under the 1940 Act, a “majority” vote is defined as the vote of the holders of the lesser of: (a) 67% or more of the shares of the Fund present at a meeting if the holders of more than 50% of the outstanding shares are present or represented by proxy at the meeting; or (b) more than 50% of the outstanding shares of the Fund.

(7) may not invest 25% or more of its total assets in a particular industry or group of industries (other than securities issued or guaranteed by the U.S. government or its agencies or instrumentalities).

Where applicable, the foregoing investment restrictions shall be interpreted based on the applicable rules, regulations and pronouncements of the Commission and its staff.

The business and affairs of the Fund are managed under the oversight of the Trust’s Board of Trustees (the “Board,” and each of the trustees on the board, a “Trustee”) subject to the laws of the State of Delaware and the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”). The Trustees are responsible for oversight of the practices and processes of the Fund and its service providers, rather than active management of the Fund, including in matters relating to risk management. The Trustees seek to understand the key risks facing the Fund, including those involving conflicts of interest; how Fund management identifies and monitors those risks on an ongoing basis; how Fund management develops and implements controls to mitigate those risks; and how Fund management tests the effectiveness of those controls. The Board cannot foresee, know or guard against all risks, nor are the Trustees guarantors against risk. The officers of the Fund conduct and supervise the Fund’s daily business operations. Trustees who are not deemed to be “interested persons” of the Fund as defined in the 1940 Act are referred to as “Independent Trustees.” Trustees who are deemed to be “interested persons” of the Fund are referred to as “Interested Trustees.”

The Board meets as often as necessary to discharge its responsibilities. Currently, the Board conducts regular quarterly meetings, including in-person or telephonic meetings, and holds special in-person or telephonic meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. At these meetings, officers of the Trust provide the Board (or one of its committees) with written and oral reports on regulatory and compliance matters, operational and service provider matters, organizational developments, product proposals, audit results, and insurance and fidelity bond coverage. In addition, it is expected that the Independent Trustees meet at least annually to review, among other things, investment management agreements and certain other plans and agreements, and to consider such other matters as they deem appropriate.

The Board has established two standing committees — an Audit Committee and a Valuation Committee — to assist the Board in its oversight of risk as part of its broader oversight of the Fund’s affairs. The Committees, both of which are comprised solely of the Board’s Independent Trustees, are described below. The Board may establish other committees, or nominate one or more Trustees to examine particular issues related to the Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to the Board.

The Board does not have a lead Independent Trustee. The Board, taking into consideration its oversight responsibility of the Fund, believes that its leadership structure is appropriate. In addition, the Board’s use of Committees (each of which is chaired by an Independent Trustee with substantial industry experience) and the chair’s role as chief executive officer of the Fund’s investment adviser (the “Adviser”), serve to enhance the Board’s understanding of the operations of the Fund and the Adviser.

Board members of the Trust, together with information as to their positions with the Trust, principal occupations and other board memberships, are shown below. Unless otherwise noted, each Trustee has held each principal

occupation and board membership indicated for at least the past five years. Each Trustee’s mailing address is c/o Stone Ridge Asset Management LLC, 510 Madison Avenue, 21st Floor, New York, NY 10022.

Jeffery Ekberg — Through his experience as a senior officer, director and accountant of financial and other organizations, Mr. Ekberg contributes experience overseeing financial and investment organizations to the Board. The Board also benefits from his previous experience as a member of the board of other funds.

Daniel Charney — Through his experience as a senior officer of financial and other organizations, Mr. Charney contributes his experience in the investment management industry to the Board.

Ross Stevens — Through his experience as a senior executive of financial organizations, Mr. Stevens contributes his experience in the investment management industry to the Board.

The Trust has an Audit Committee and a Valuation Committee. The members of both the Audit Committee and the Valuation Committee consist of all the Independent Trustees, namely Messrs. Ekberg and Charney. Mr. Ekberg is the Audit Committee Chair and has been designated as the Audit Committee financial expert. Mr. Charney is the Valuation Committee Chair.

In accordance with its written charter, the Audit Committee’s primary purposes are: (1) to oversee the Trust’s accounting and financial reporting policies and practices, and its internal controls and procedures; (2) to oversee the quality and objectivity of the Trust’s and the Fund’s financial statements and the independent audit thereof; (3) to oversee the activities of the Trust’s Chief Compliance Officer (the “CCO”); (4) to oversee the Trust’s compliance program adopted pursuant to Rule 38a-1 under the 1940 Act, and the Trust’s implementation and enforcement of its compliance policies and procedures thereunder; (5) to oversee the Trust’s compliance with applicable laws in foreign jurisdictions, if any; and (6) to oversee compliance with the Code of Ethics by the Trust and the Adviser.

The Audit Committee reviews the scope of the Fund’s audits, the Fund’s accounting and financial reporting policies and practices and its internal controls. The Audit Committee approves, and recommends to the Independent Trustees for their ratification, the selection, appointment, retention or termination of the Fund’s independent registered public accounting firm and approves the compensation of the independent registered public accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided to the Fund by the independent registered public accounting firm and all permissible non-audit services provided by the Fund’s independent registered public accounting firm to the Adviser and any affiliated service providers if the engagement relates directly to the Fund’s operations and financial reporting. As of the date of this SAI, the Audit Committee has not met.

The Valuation Committee also operates pursuant to a written charter. The duties and powers, to be exercised at such times and in such manner as the Valuation Committee shall deem necessary or appropriate, are as follows: (1) reviewing, from time to time, the Trust’s valuation policy and procedures (the “Valuation Policy”), which Valuation Policy serves to establish policies and procedures for the valuation of the Fund’s assets; (2) making any recommendations to the Trust’s audit committee and/or the Board regarding (i) the functioning of the Valuation Policy or (ii) the valuation(s) of individual assets; (3) consulting with the Adviser regarding the valuation of the Fund’s assets, including fair valuation determinations of any such assets; (4) periodically reviewing information regarding fair value and other determinations made pursuant to the Trust’s valuation procedures; (5) reporting to the Board on a regular basis regarding the Valuation Committee’s duties; (6) making recommendations in conjunction with the Board’s annual (or other periodical) review of the Trust’s Valuation Policy; (7) periodically reviewing information regarding industry developments in connection with valuation of assets; and (8) performing such other duties as may be assigned to it, from time to time, by the Board. As of the date of this SAI, the Valuation Committee has not met.

Trustee Ownership of the Fund. The following table shows the dollar range of equity securities owned by the Trustees in the Fund and in other investment companies overseen by the Trustee within the same family of investment companies as of December 31, 2018. Investment companies are considered to be in the same family if they share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services. The information as to ownership of securities which appears below is based on statements furnished to the Fund by its Trustees and executive officers.

[None of the Independent Trustees or their family members beneficially owned any class of securities of the Adviser or principal underwriter of the Fund, or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or the principal underwriter of the Fund, as of [ ].]

Compensation of Trustees. Each Trustee who is not an employee of the Adviser is compensated by an annual retainer. Each such Trustee’s compensation is invested in Stone Ridge funds. The Trust does not pay retirement benefits to its Trustees and officers. The Fund pays a portion of the compensation of the CCO. Other officers and Interested Trustees of the Trust are not compensated by the Fund. The following table sets forth compensation to be received by the Independent Trustees for the Fund’s initial fiscal year ending [December 31, 2019]:

Codes of Ethics. The Trust and the Adviser have adopted a code of ethics in accordance with Rule 17j-1 under the 1940 Act. This code of ethics permits the personnel of these entities to invest in securities under some circumstances, including securities that the Fund may purchase or hold. The code of ethics is available on the EDGAR database of the U.S. Securities and Exchange Commission (the “Commission”) at www.sec.gov. In addition, copies of the code of ethics may be obtained, after mailing the appropriate duplicating fee, by e-mail request to publicinfo@sec.gov.

A principal shareholder is any person who owns of record or is known by the Fund to own of record or beneficially 5% or more of any class of the Fund’s outstanding equity securities. A control person is one who owns beneficially, either directly or through controlled companies, more than 25% of the voting securities of the Fund or acknowledges the existence of control. A controlling person possesses the ability to control the outcome of matters submitted for shareholder vote by the Fund.

As of [ ], no person owned of record and beneficially more than 5% of the outstanding shares of the Fund.

[As of [ ], the Trustees and officers of the Fund as a group owned less than 1% of the outstanding shares of the Fund.]

As of [ ], Stone Ridge owned of record and beneficially 100% of the outstanding preference shares of the Fund.

Stone Ridge Asset Management LLC is the Adviser of the Fund. The Adviser was organized as a Delaware limited liability company in 2012. The manager of the general partner of the managing member of the Adviser is Ross Stevens.

Stone Ridge Asset Management LLC serves as the Adviser of the Fund pursuant to an investment management agreement (the “Investment Management Agreement”). The Investment Management Agreement has an initial term of two years from its effective date and continues in effect with respect to the Fund (unless terminated sooner) if its continuance is specifically approved at least annually by the affirmative vote of: (i) a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval; and (ii) a majority of the Board or the holders of a majority of the outstanding voting securities of the Fund. The Investment Management Agreement may nevertheless be terminated at any time without penalty, on 60 days’ written notice, by the Board, by vote of holders of a majority of the outstanding voting securities of the Fund, or by the Adviser. The Investment Management Agreement terminates automatically in the event of its assignment (as defined in the 1940 Act).

As compensation for its advisory services to the Fund, the Fund pays the Adviser a fee, computed daily and paid monthly in arrears, at the annual rate of [ ]% of the average daily net assets of the Fund. As described in the Prospectus, the Adviser has entered into an expense limitation agreement with the Fund.

Under the terms of the Investment Management Agreement, neither the Adviser nor its affiliates shall be liable for losses or damages incurred by the Fund, unless such losses or damages are attributable to willful misfeasance, bad faith or gross negligence on the part of either the Adviser or its affiliates or from reckless disregard by it of its obligations and duties under the management contract (“disabling conduct”). In addition, the Fund will indemnify the Adviser and its affiliates and hold each of them harmless against any losses or damages not resulting from disabling conduct.

The Adviser contractually agreed to waive its management fee and/or pay or otherwise bear operating and other expenses of the Fund (including organizational and offering expenses, but excluding brokerage and transactional expenses, custody or other expenses attributable to negative interest rates on investments or cash, borrowing and other investment-related costs and fees including interest and commitment fees, short dividend expense, acquired fund fees and expenses, taxes, litigation and indemnification expenses, judgments and extraordinary expenses not incurred in the ordinary course of the Fund’s business (collectively, the “Excluded Expenses”)) solely to the extent necessary to limit the total annualized expenses, other than Excluded Expenses, of the Fund to [ ]% of the average daily net assets of the Fund.

The Adviser shall be entitled to recoup in later periods expenses that the Adviser has paid or otherwise borne (whether through reduction of its management fee or otherwise) to the extent that the expenses for the Fund (including organizational and offering expenses, but excluding Excluded Expenses) after such recoupment do not exceed the lower of (i) the annual expense limitation rate in effect at the time of the actual waiver/reimbursement and (ii) the annual expense limitation rate in effect at the time of the recoupment; provided that the Adviser shall not be permitted to recoup any such fees or expenses beyond three years from the end of the month in which such fee was reduced or such expense was reimbursed.

Daniel Fleder, Robert Gutmann, Ross Stevens and Yan Zhao serve as members of the Committee. Their professional background and experience are disclosed in the Prospectus.

Austin Campbell, Nate Conrad and Li Song are jointly and primarily responsible for the day-to-day management of the Fund. The following tables set forth certain additional information with respect to the Portfolio Managers. The information is as of [ ].

The table below identifies the number of accounts for which the Portfolio Managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles and other accounts.

The table below identifies the number of accounts for which the Portfolio Managers have day-to-day management responsibilities and the total assets in such accounts with respect to which the advisory fee is based on the performance of the account, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts.

Each of the Portfolio Managers may also be responsible for managing other accounts in addition to the Fund, including other accounts of the Adviser or its affiliates. Other accounts may include other investment companies registered under the 1940 Act, unregistered investment companies that rely on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, separately managed accounts, foreign investment companies and accounts or investments owned by the Adviser or its affiliates or the Portfolio Managers. Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below.

From time to time, potential conflicts of interest may arise between a Portfolio Manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar or different investment objectives or strategies as the Fund, or otherwise hold, purchase or sell securities or other assets or instruments that are eligible to be held, purchased or sold by the Fund, or may take positions that are opposite in direction from those taken by the Fund.

As a fiduciary, the Adviser owes a duty of loyalty to its clients and must treat each client fairly. The Adviser and the Fund have adopted compliance policies and procedures that are designed to avoid, mitigate, monitor and oversee areas that could present potential conflicts of interest.

Allocation of Limited Time and Attention. A Portfolio Manager who is responsible for managing multiple accounts may devote unequal time and attention to the management of those accounts. As a result, the Portfolio Manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of the accounts as might be the case if he or she were to devote substantially more attention to the management of a single account. The effects of this potential conflict may be more pronounced where accounts overseen by a particular Portfolio Manager have different investment strategies.

Allocation of Investment Opportunities. Conflicts of interest arise as a result of the Adviser’s or its affiliates’ management of a number of accounts with similar or different investment strategies. When the Adviser or its affiliates purchase or sell securities or other assets or instruments for more than one account, the trades must be allocated in a manner consistent with their fiduciary duties. The Adviser and its affiliates attempt to allocate investments in a fair and equitable manner over time among client accounts, with no account receiving preferential treatment over time. To this end, the Adviser and its affiliates have adopted policies and procedures that are intended to provide the Adviser and its affiliates with flexibility to allocate investments in a manner that is consistent with their fiduciary duties. There is no guarantee, however, that the policies and procedures adopted by the Adviser and its affiliates will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.

An investment opportunity may be suitable for both the Fund and other accounts, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. If a Portfolio Manager identifies

a limited investment opportunity that may be suitable for multiple accounts, the opportunity may be allocated among these several accounts; as a result of these allocations, there may be instances in which the Fund will not participate in a transaction that is allocated among other accounts or the Fund may not be allocated the full amount of an investment opportunity. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. In addition, different account guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for accounts with a similar investment strategy. Whenever decisions are made to buy or sell securities or other assets or instruments by the Fund and one or more of the other accounts simultaneously, the Adviser and its affiliates may aggregate the purchases and sales of the securities or other assets or instruments. The Adviser and its affiliates will not necessarily purchase or sell the same securities or other assets or instruments at the same time, in the same direction or in the same proportionate amounts for all eligible accounts, particularly if different accounts have different amounts of capital under management by the Adviser or its affiliates, different amounts of investable cash available, different strategies or different risk tolerances. As a result, although the Adviser and its affiliates may manage different accounts with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities or other assets or instruments, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account, and the trade allocation and aggregation and other policies and procedures of the Fund or the Adviser and its affiliates could have a detrimental effect on the price or amount of the securities or other assets or instruments available to the Fund from time to time.

As a result of regulations governing the ability of certain clients of the Adviser and its affiliates to invest side-by-side, it is possible that the Fund may not be permitted to participate in an investment opportunity at the same time as another fund or another account managed by the Adviser or its affiliates. These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund. The decision as to which accounts may participate in any particular investment opportunity will take into account applicable law and the suitability of the investment opportunity for, and the strategy of, the applicable accounts. It is possible that the Fund may be prevented from participating due to such investment opportunity being more appropriate, in the discretion of the Adviser and its affiliates, for another account.

Conflicts of Interest Among Strategies. At times, a Portfolio Manager may determine that an investment opportunity may be appropriate for only some of the accounts for which he or she exercises investment responsibility, or may decide that certain of the accounts should take differing positions with respect to a particular security or other asset or instrument. In these cases, the Portfolio Manager may place separate transactions for one or more accounts, which may affect the market price of the security or other asset or instrument or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts. Similarly, the Adviser or its affiliates may take positions in accounts or investments owned by them that are different from those taken by one or more client accounts.

Conflicts may also arise in cases when accounts invest in different parts of an issuer’s capital structure, including circumstances in which one or more accounts own private securities or obligations of an issuer and other accounts may own public securities of the same issuer. Actions by investors in one part of the capital structure could disadvantage investors in another part of the capital structure. In addition, purchases or sales of the same investment may be made for two or more accounts on the same date. There can be no assurance that an account will not receive less (or more) of a certain investment than it would otherwise receive if this conflict of interest among accounts did not exist. In effecting transactions, it may not be possible, or consistent with the investment objectives of accounts, to purchase or sell securities or other assets or instruments at the same time or at the same prices.

Selection of Service Providers. Stone Ridge or its affiliates may be able to select or influence the selection of service providers to clients, including the brokers and dealers that are used to execute securities or other transactions for the accounts that they supervise. In addition to executing trades, some brokers and dealers may provide Stone Ridge or its affiliates with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which may result in

the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain accounts than to others. In addition, Stone Ridge or its affiliates have received and may receive loans or other services from service providers to clients. Although such services are negotiated at arm’s length, they pose conflicts of interest to Stone Ridge or its affiliates in selecting such service providers.

Related Business Opportunities. The Adviser or its affiliates may provide more services (such as distribution or recordkeeping) for some types of accounts than for others. In such cases, a Portfolio Manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of accounts that provide greater overall returns to the Adviser and its affiliates.

Broad and Wide-Ranging Activities. The Adviser and its related parties engage in a broad spectrum of activities and may expand the range of services that they provide over time. The Adviser and its related parties will generally not be restricted in the scope of their business or in the performance of any such services (whether now offered or undertaken in the future), even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. In the ordinary course of their business activities, including activities with third-party service providers, lenders and/or counterparties the Adviser and its related parties may engage in activities where the interests of the Adviser and its related parties or the interests of their clients may conflict with the interests of the shareholders of the Fund.

Variation in Compensation. A conflict of interest arises where the financial or other benefits available to a Portfolio Manager differ among the accounts that he or she manages. Where the structure of the Adviser’s management fee differs among accounts (such as where certain accounts pay higher management fees or a performance or incentive fee), a Portfolio Manager might be motivated to help certain accounts over others. In addition, a Portfolio Manager might be motivated to favor accounts in which he or she has an interest or in which the Adviser and/or its affiliates have interests. Similarly, the desire to maintain or raise assets under management or to enhance a Portfolio Manager’s performance record or to derive other rewards, financial or otherwise, could influence a Portfolio Manager to lend preferential treatment to those accounts that could most significantly benefit a Portfolio Manager.

Portfolio Managers receive a base salary and may also receive a bonus. Compensation of a Portfolio Manager is determined at the discretion of the Adviser and may be deferred. It may be based on a number of factors including the Portfolio Manager’s experience, responsibilities, the perception of the quality of his or her work efforts and the consistency with which he or she demonstrates kindness to other employees, trading counterparties, vendors and clients. As a firm focused on beta, the compensation of Portfolio Managers is not based upon the performance of client accounts that the Portfolio Managers manage. The Adviser reviews the compensation of each Portfolio Manager at least annually.

None of the Portfolio Managers will ever beneficially own any shares of the Fund because they do not qualify as Eligible Investors.

Stone Ridge Securities LLC, located at 510 Madison Avenue, 21st Floor, New York, NY 10022 (the “Distributor”), is the principal underwriter and distributor of shares of the Fund. The Distributor acts as the distributor of shares for the Fund on a best efforts basis, subject to various conditions, pursuant to the terms of the Distributor’s contract with the Fund. The Distributor is not obligated to sell any specific amount of shares of the Fund. The Distributor will also act as agent for the Fund in connection with redemptions or repurchases of shares.

As described in the Prospectus, the Fund has adopted a distribution and servicing plan (the “Distribution and Servicing Plan”) for its shares. The Distribution and Servicing Plan was approved by the Board, including a majority of the Trustees who are not interested persons of the Fund (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operations of the Distribution and Servicing Plan or the distribution agreement with the Distributor. The Distribution and Servicing Plan may benefit the Fund by providing additional ongoing shareholder services to Fund shareholders.

The Distribution and Servicing Plan may be terminated by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities of the Fund, to the extent so required. The Distribution and Servicing Plan may be amended by a vote of the Board, including a majority of the Independent Trustees, cast in person at a meeting called for that purpose. The Board reviews quarterly a written report detailing the costs that have been incurred.

No Independent Trustee has any direct or indirect financial interest in the operation of the Distribution and Servicing Plan. Except as disclosed in the Prospectus, no interested person of the Fund has any direct or indirect financial interest in the operation of the Distribution and Servicing Plan except to the extent that the Distributor, the Adviser or certain of their employees may be deemed to have such an interest as a result of benefits derived from the successful operation of the Distribution and Servicing Plan.

Administrator. The Trust has entered into an administration agreement with U.S. Bancorp Fund Services, LLC (the “Administrator”), pursuant to which the Administrator provides administrative services to the Fund. The Administrator is responsible for (i) the general administrative duties associated with the day-to-day operations of the Fund; (ii) conducting relations with the custodian, independent registered public accounting firm, legal counsel and other service providers; (iii) providing regulatory reporting; and (iv) providing necessary office space, equipment, personnel, compensation and facilities for handling the affairs of the Fund. In performing its duties and obligations under the administration agreement, the Administrator shall not be held liable except for a loss arising out of the Administrator’s refusal or failure to comply with the terms of the administration agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under the administration agreement.

U.S. Bancorp Fund Services, LLC also serves as fund accountant to the Fund under a separate agreement with the Trust and is responsible for calculating the Fund’s total net asset value (“NAV”), total net income and NAV per share of the Fund on a daily basis.

Transfer Agent/Dividend Disbursing Agent. U.S. Bancorp Fund Services, LLC (the “Transfer Agent”) is the transfer agent for the Fund’s shares and the dividend disbursing agent for payment of dividends and distributions on Fund shares. The principal business address of the Transfer Agent is 615 East Michigan Street, Milwaukee, Wisconsin 53202. [The Fund compensates the Transfer Agent at the maximum annual rate of [ ]% of the Fund’s average daily net assets.]

Custodian. U.S. Bank, NA (the “Custodian”), located at 1555 N. Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the custodian for the Fund. As such, the Custodian holds in safekeeping certificated securities and cash belonging to the Fund and, in such capacity, is the registered owner of securities in book-entry form belonging to the Fund. Upon instruction, the Custodian receives and delivers cash and securities of the Fund in connection with Fund transactions and collects all dividends and other distributions made with respect to portfolio securities of the Fund. The Custodian also maintains certain accounts and records of the Fund.

Independent Registered Public Accounting Firm. Ernst & Young LLP serves as the Fund’s independent registered public accountant. Ernst & Young LLP provides audit services and assistance and consultation in

connection with the review of Commission filings and certain tax compliance services. Ernst & Young LLP is located at 220 South 6^th Street, Minneapolis, Minnesota 55402.

Counsel. Ropes & Gray LLP serves as counsel to the Fund, and is located at 800 Boylston Street, Boston, Massachusetts 02199.

The Fund currently offers two classes of shares. The Fund has a class of preference shares that are not entitled to, and will not receive, any dividends or distributions while any shares remain outstanding. The sole holder of the preference shares will be an affiliate of the Adviser. The Declaration of Trust authorizes the issuance of an unlimited number of shares. The Trustees of the Fund have authority under the Declaration of Trust to create and classify shares into separate series and to classify and reclassify any series of shares into one or more classes without further action by shareholders. The Trustees of the Fund may designate additional series and classes in the future from time to time.

The shares will be issued with a par value of $0.01 per share. All shares of the Fund outstanding (other than preference shares) on the Fund’s liquidation date have equal rights as to the payment of dividends and the distribution of assets upon liquidation of the Fund. The shares will, when issued, be fully paid and non-assessable by the Fund and will have no preemptive or conversion rights to cumulative voting.

The shares are designed primarily for long-term investors, and investors in the shares should not view the Fund as a vehicle for short-term trading purposes.

The Fund reserves the right to reject any purchase order application that conflicts with the Fund’s internal policies or the policies of any regulatory authority. All checks must be in U.S. Dollars drawn on a domestic bank. The Fund will not accept payment in cash or money orders. The Fund does not accept postdated checks or any conditional order or payment. To prevent check fraud, the Fund will not accept third party checks, Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares.

Information provided on the account application may be used by the Fund to verify the accuracy of the information or for background or financial history purposes. Shares are not permitted to be held jointly on the books and records of the Fund, and the shareholder of the Fund will be the natural person who is listed on the books and records of the Fund. A shareholder’s account is governed by the laws of the State of Delaware. For telephone transactions, the Transfer Agent will take measures to verify the identity of the caller, such as asking for name, account number, Social Security or other taxpayer ID number and other relevant information. If appropriate measures are taken, the Transfer Agent is not responsible for any loss that may occur to any account due to an unauthorized telephone call. Also for your protection telephone repurchases are not permitted on accounts whose names or addresses have changed within the past 30 days. Proceeds from telephone transactions can be mailed to the address of record or sent via wire or ACH to the bank of record pre-established on the account.

Investment decisions for the Fund are made with a view to achieving its investment objective. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved (including the Fund). Some securities or other assets considered for investment by the Fund also may be appropriate for other accounts managed by the Adviser or its affiliates. Thus, a particular security or other asset may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. If a purchase or sale of securities or other assets consistent with the investment policies of the Fund and one or more of these other accounts is considered at or about the same time, transactions in such securities or other assets will generally be allocated among the Fund and other accounts in the manner described

above under “Potential Conflicts of Interest — Allocation of Investment Opportunities” and “— Conflicts of Interest Among Strategies” above. When the Adviser or its affiliates determine that an investment opportunity is appropriate for the Fund and one or more other accounts, the Adviser or its affiliates will generally execute transactions for the Fund on an aggregated basis with the other accounts when the Adviser or its affiliates believes that to do so will allow it to obtain best execution and to negotiate more favorable transaction costs than might have otherwise been paid had such orders been placed independently. Aggregation, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more clients into a single order for the purpose of obtaining better prices and lower execution costs.

There is no stated commission in the case of U.S. Treasury obligations the Fund intends to hold, however the price paid by the Fund will be negatively impacted by the bid-offer spread, market impact, and general dealer activity.

The Adviser places orders for the purchase and sale of portfolio securities or other assets and buys and sells such securities or other assets for the Fund through multiple brokers and dealers. The Adviser will place trades for execution only with approved brokers or dealers. In effecting such purchases and sales, the Adviser seeks the most favorable price and execution of the Fund’s orders.

It has for many years been a common practice in the investment advisory business for advisers of investment companies and other institutional investors to receive research and brokerage products and services (together, “research and brokerage services”) from broker-dealers which execute portfolio transactions for the clients of such advisers. Consistent with this practice, the Adviser or its affiliates may receive research and brokerage services from broker-dealers with which the Adviser places the Fund’s portfolio transactions. These research and brokerage services, which in some cases also may be purchased for cash, may include, among other things, such items as general economic and security market reviews, industry and company reviews, evaluations of securities or other asset or instrument, recommendations as to the purchase and sale of securities or other assets or instruments and services related to the execution of securities or other transactions. The advisory fees paid by the Fund are not reduced because the Adviser or its affiliates receive such research and brokerage services even though the receipt of such research and brokerage services relieves the Adviser or its affiliates from expenses they might otherwise bear. Research and brokerage services provided by broker-dealers chosen by the Adviser to place the Fund’s transactions may be useful to the Adviser or its affiliates in providing services to the Adviser’s or its affiliates’ other clients, although not all of these research and brokerage services may be necessarily useful and of value to the Adviser in managing the Fund. Conversely, research and brokerage services provided to the Adviser or its affiliates by broker-dealers in connection with trades executed on behalf of other clients of the Adviser or its affiliates may be useful to the Adviser in managing the Fund, although not all of these research and brokerage services may be necessarily useful and of value to the Adviser or its affiliates in managing such other clients. To the extent the Adviser or its affiliates use such research and brokerage services, they will use them for the benefit of all clients, to the extent reasonably practicable. The Adviser does not direct portfolio transactions for the Fund to a particular broker-dealer for any reason other than attempting to achieve the best execution price for the Fund.

Regular Broker Dealers. The Fund is required to identify the securities of its regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or their parent companies held by the Fund as of the close of its most recent fiscal year and state the value of such holdings.

As of the date of this SAI, the Fund did not hold any securities of its regular brokers or dealers or their parent companies because the Fund had not yet begun investment operations.

The following discussion of U.S. federal income tax consequences of investment in the Fund is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, and other applicable authority, as of the date of the preparation of this SAI. These authorities are subject to change by legislative or administrative action, possibly with retroactive effect. The following discussion is only a summary of some of the important U.S. federal income tax considerations generally applicable to investments in the Fund. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisers regarding their particular situation and the possible application of federal, state, local or non-U.S. tax laws.

The Fund intends to elect to be treated as and intends to qualify and be treated each year as a regulated investment company under Subchapter M of the Code (a “RIC”). In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, the Fund generally must, among other things:

If the Fund qualifies as a regulated investment company that is accorded special tax treatment, the Fund generally will not be subject to federal income tax on income distributed in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If the Fund were to fail to meet the income, diversification or distribution tests described above, the Fund could in some cases cure such failure, including by paying the Fund-level tax, paying interest, making additional distributions or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or if the Fund were otherwise to fail to qualify as a regulated investment company accorded special tax treatment for such year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. Some portions of such distributions could be eligible for the dividends-received deduction in the case of corporate shareholders and may be eligible to be treated as “qualified dividend income” in the case of

shareholders taxed as individuals, provided, in both cases, that the shareholder meets certain holding period and other requirements in respect of the Fund’s shares (as described below). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifying as a regulated investment company that is accorded special tax treatment.

The Fund intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net tax-exempt income, if any, and any net capital gain. Investment company taxable income and net capital gain that is retained by the Fund will be subject to tax at regular corporate rates.

In determining its net capital gain, including in connection with determining the amount available to support a capital gain dividend, its taxable income and its earnings and profits, a RIC generally may elect to treat part of all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31, or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to any such portion of the taxable year), or late-year ordinary loss (generally, the sum of (i) net ordinary loss from the sale, exchange or other taxable disposition of property attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary loss attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.

If the Fund fails to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-year period ending on October 31 of such year, plus any retained amount from the prior year, the Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts. For these purposes, ordinary gains and losses from the sale, exchange or other taxable disposition of property that would be properly taken into account after October 31 are treated as arising on January 1 of the following calendar year. For purposes of the excise tax, the Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable year ending within the calendar year. A dividend paid to shareholders in January of a year generally is deemed to have been paid on December 31 of the preceding year, if the dividend is declared and payable to shareholders of record on a date in October, November or December of that preceding year. The Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that they will be able to do so.

Shareholders subject to U.S. federal income tax will be subject to tax on dividends received from the Fund in the calendar year in which the distributions are received, except that a dividend declared and payable to shareholders of record in October, November or December and paid to shareholders the following January generally is deemed to have been paid by the Fund on the preceding December 31.

For U.S. federal income tax purposes, distributions of investment income generally are taxable to shareholders as ordinary income. Taxes to shareholders on distributions of capital gains are determined by how long the Fund owned (and is treated for U.S. federal income tax purposes as having owned) the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, the Fund will recognize long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Tax rules can alter the Fund’s holding period in investments and thereby affect the tax treatment of gain or loss on such investments. Distributions of net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards) that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) generally will be taxable to shareholders as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates relative to ordinary income. Distributions of net short-term capital gain (as reduced by any long-term capital loss for the taxable year) will be taxable to shareholders as ordinary income, and shareholders will not be able to offset distributions of the Fund’s net short-term capital gains with capital losses that they recognize with respect

to their other investments. As required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each shareholder early in the succeeding year. In general, the Fund does not expect a significant portion of its distributions to be attributable to capital gains from the Fund’s investment activities.

The ultimate tax characterization of the Fund’s distributions made in a taxable year cannot finally be determined until after the end of that taxable year. The Fund may make total distributions during a taxable year in an amount that exceeds the Fund’s “current and accumulated earnings and profits” (generally, the net investment income and net capital gains of the Fund with respect to that year), in which case the excess generally will be treated as a return of capital, which will be tax-free to the holders of the shares, up to the amount of the shareholder’s tax basis in the applicable shares, with any amounts exceeding such basis treated as gain from the sale of such shares. A portion of each distribution is expected to constitute a return of capital.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against the Fund’s net investment income. Instead, potentially subject to certain limitations, the Fund may carry net capital losses from any taxable year forward to subsequent taxable years without expiration to offset capital gains, if any, realized during such subsequent taxable years. The Fund’s capital loss carryforwards are reduced to the extent they offset the Fund’s current-year net realized capital gains, whether the Fund retains or distributes such gains. The Fund must apply such carryforwards first against gains of the same character. The Fund’s available capital loss carryforwards, if any, will be set forth in its annual shareholder report for each fiscal year.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income” generally includes, among other things, (i) distributions paid by the Fund of net investment income and capital gains as described above and (ii) any net gain from the sale, repurchase or exchange of Fund shares. Shareholders are advised to consult their tax advisers regarding the possible implications of this additional tax on their investment in the Fund.

Dividends and distributions on shares of the Fund are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund’s current and accumulated earnings and profits, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the net asset value of the Fund reflects either unrealized gains, or realized undistributed income or gains, which were therefore included in the price the shareholder paid. The Fund may be required to distribute realized income or gains regardless of whether its net asset value also reflects unrealized losses. Such distributions may reduce the fair market value of the Fund’s shares below the shareholder’s cost basis in those shares.

If a person that acquired shares of the Fund from or through a deceased shareholder by reason of the shareholder’s death receives an inadvertent distribution prior to that shareholder’s shares being redeemed by the Fund, such person is generally subject to U.S. federal income tax on the amount of the inadvertent distribution. Further, any loss that person realizes on the redemption of such shares will be a capital loss without regard to whether the inadvertent distribution was capital or ordinary.

The Fund’s repurchase of shares tendered by shareholders (an “Early Repurchase”) will generally give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shareholder has held the shares for more than 12 months. Otherwise, the gain or loss on a taxable disposition of Fund shares will generally be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends received (or deemed received) by the shareholder with respect to the shares. The amount of gain or loss recognized in an Early Repurchase depends upon the difference between the price received for shares repurchased on an Early Repurchase (the “Early Repurchase Price”) and

the tax basis of the shares. It is expected that a person who has shares repurchased pursuant to an Early Repurchase will realize a capital loss for federal income tax purposes.

Shareholders who tender all of the shares they hold or are deemed to hold in response to an Early Repurchase generally will be treated as having sold their shares and generally will recognize a capital gain or loss, as described in the preceding paragraph. However, if a shareholder tenders fewer than all of the shares it holds or is deemed to hold pursuant to an Early Repurchase, such shareholder may be treated as having received a distribution under Section 301 of the Code (“Section 301 distribution”) unless the repurchase is treated as being either (i) “substantially disproportionate” with respect to such shareholder or (ii) otherwise “not essentially equivalent to a dividend” under the relevant rules of the Code. A Section 301 distribution is not treated as a sale or exchange giving rise to capital gain or loss, but rather is treated as a dividend to the extent supported by the Fund’s current and accumulated earnings and profits, with the excess treated as a return of capital reducing the shareholder’s tax basis in its Fund shares, and thereafter as capital gain. Where a shareholder whose shares are repurchased is treated as receiving a dividend, there is a risk that other shareholders of the Fund whose percentage interests in the Fund increase as a result of such repurchase will be treated as having received a taxable distribution from the Fund.

The redemption of shares of the Fund upon a Periodic Redemption will not be considered a taxable disposition by the deceased shareholder. Instead, such a redemption will be treated as a taxable disposition of the shares by the person that acquired the shares from or through the deceased shareholder by reason of the shareholder’s death. The amount of gain or loss recognized on such a taxable disposition depends upon the difference between the Redemption Price of the shares repurchased and the tax basis of the shares. The basis of the shares in the hands of the person acquiring the shares from or through the deceased shareholder will equal the fair market value of the shares at the date of the shareholder’s death. Because the fair market value of such shares at the time of the shareholder’s death will generally equal the Redemption Price paid by the Fund for such shares pursuant to a Periodic Redemption, it is expected that a person that acquires shares from or through a deceased shareholder upon the shareholder’s death will not recognize a gain or loss as a result of a Periodic Redemption of the shares upon the shareholder’s death. Such person is not expected to recognize a loss despite the fact that the shares may be repurchased by the Fund for an amount (the Redemption Price) that is less than the Purchase Price the deceased shareholder paid for such shares.

If, following a redemption of a former shareholder’s shares pursuant to a Periodic Redemption, the former shareholder notifies the Adviser that the shareholder has not died, the Adviser, in its sole discretion, may direct the Transfer Agent to reverse the inadvertent redemption upon receipt from the former shareholder of the Redemption Price previously paid to the former shareholder (if any), and deliver to the former shareholder any distributions paid on the Shares prior to such reversal and not received by such former shareholder as a result of the redemption. The shareholder will generally realize a loss on the inadvertent redemption, provided that the shareholder would not be permitted to recognize such loss if the Fund reversed the inadvertent Periodic Redemption within 30 days under the wash-sale rules. In general, if the Adviser were to reverse a prior redemption as described in this paragraph, the shareholder would have a basis in the reacquired Shares equal to the amount delivered by the shareholder for such Shares and the distributions delivered to the shareholder would be included in the shareholder’s income, generally as ordinary income.

The Fund’s use of cash to repurchase shares in an Early Repurchase or a Periodic Redemption could adversely affect its ability to satisfy the distribution requirements for treatment as a RIC. The Fund could also recognize income in connection with its liquidation of portfolio securities to fund share repurchases. Any such income would be taken into account in determining whether the distribution requirements are satisfied.

Upon the repurchase or redemption of Fund shares, the Fund or, in the case of shares purchased through a financial intermediary, the financial intermediary, may be required to provide you and the Internal Revenue Service (“IRS”) with cost basis and certain other related tax information about the shares that were repurchased or redeemed. See “Tax Basis Information” below for more information.

Some debt obligations with a fixed maturity date of more than one year from the date of issuance (and all zero-coupon debt obligations, including Separately Traded Registered Interest and Principal Securities, commonly known as “STRIPS,” with a fixed maturity date of more than one year from the date of issuance) will be treated as debt obligations that are issued originally at a discount. Generally, the amount of the original issue discount (“OID”) is treated as interest income and is included in the Fund’s taxable income (and required to be distributed by the Fund) over the term of the debt obligation, even though payment of that amount is not received until a later time (i.e., upon partial or full repayment or disposition of the debt security) or is received in kind rather than in cash. Increases in the principal amount of an inflation-indexed bond will be treated as OID.

Some debt obligations with a fixed maturity date of more than one year from the date of issuance that are acquired by the Fund in the secondary market are treated as having “market discount.” Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID, its “revised issue price”) over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, (i) generally any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the “accrued market discount” on such debt obligation, (ii) alternatively, the Fund may elect to accrue market discount currently, in which case the Fund will be required to include the accrued market discount in the Fund’s income (as ordinary income) and thus distribute it over the term of the debt security, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security, and (iii) the rate at which the market discount accrues, and thus is included in the Fund’s income, will depend upon which of the permitted accrual methods the Fund elects. Notwithstanding the foregoing, effective for taxable years beginning after 2017, Section 451 of the Code generally requires any accrual method taxpayer to take into account items of gross income no later than the time at which such items are taken into account as revenue in the taxpayer’s financial statements. Although the application of Section 451 to the accrual of market discount is currently unclear, the IRS and the Treasury have announced that they expect to issue proposed regulations providing that Section 451 does not apply to market discount.

Some debt obligations with a fixed maturity date of one year or less from the date of issuance may be treated as having “acquisition discount” (very generally, the excess of the stated redemption price over the purchase price), or OID in the case of certain types of debt obligations. Generally, the Fund will be required to include the acquisition discount, or OID, in income (as ordinary income) over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt security. The Fund may make one or more of the elections applicable to debt obligations having acquisition discount, or OID, which could affect the character and timing of recognition of income.

The Fund’s investments in zero-coupon debt obligations cause the Fund to accrue interest income at a fixed rate based on initial purchase price and length to maturity, but the securities do not pay interest in cash on a current basis. To qualify for treatment as a regulated investment company for federal income tax purposes and avoid federal income tax at the fund level, the Fund must distribute the accrued income to shareholders, even though the Fund is not receiving the income in cash on a current basis. If, in addition to zero-coupon debt obligations, the Fund holds any of the other securities described above, it may further accrue income in excess of the amount of cash interest the Fund actually receives. Thus, the Fund will be required to pay out as an income distribution each year an amount that is greater than the total amount of cash interest the Fund actually received. Such distributions may be made from the cash assets of the Fund or by liquidation of portfolio securities, if necessary (including when it is not advantageous to do so). The Fund may realize gains or losses from such liquidations. In the event the Fund realizes net capital gains from such transactions, its shareholders may receive a larger capital gain distribution than they would in the absence of such transactions.

Very generally, where the Fund purchases a bond at a price that exceeds the redemption price at maturity — that is, at a premium — the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if the Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds, the Fund is permitted to deduct any remaining premium allocable to a prior period.

The Fund is required to withhold and remit to the Treasury a percentage of the taxable distributions and proceeds from a repurchase paid to any individual shareholder who is subject to such withholding.

Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

The Fund (or its administrative agent) must report to the IRS and furnish to Fund shareholders the cost basis information and holding period for Fund shares.

Each prospective investor is urged to consult its tax adviser regarding the applicability of Sections 1471-1474 of the Code and the Treasury regulations and IRS guidance issued thereunder (collectively, “FATCA”) and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary. In addition, some foreign countries have implemented and others are considering, and may implement, laws similar in purpose and scope to FATCA.

The Fund will not be considered to be a “publicly offered” RIC if it does not have at least 500 investors at all times during a taxable year, is not regularly traded on an established securities market, and its shares are not treated as continuously offered pursuant to a public offering. The Fund expects to be a “publicly offered” RIC initially, although it is possible that the Fund subsequently will not be treated as a “publicly offered” RIC for one or more of its taxable years (for example, if the Fund were to have less than 500 investors in a future taxable year). If the Fund became a non-publicly offered RIC, expenses of the Fund, except those specific to its status as a RIC or separate entity (e.g., registration fees or transfer agency fees), are subject to special “pass-through” rules. Individual shareholders would be treated as receiving an additional dividend equal to the amount of such expenses that the Fund must pass through, and such shareholders would not be permitted to deduct such expenses under current law. As a result, if the Fund were not treated as “publicly offered” in any taxable year, individual shareholders would likely recognize more income than if the Fund were treated as “publicly offered.” Based on the Fund’s planned distributions and anticipated expenses, the Fund does not expect the impact of such treatment, if it were to apply, to have a significant impact on the after-tax distributions an investor will receive from the Fund.

exclude from state taxable income distributions made to the shareholder by the Fund that are attributable to interest the Fund directly or indirectly earned on such investments. Investors should consult their tax advisers regarding the applicability of any such exemption to their situation.

Shareholders should consult their own tax advisers as to the state or local tax consequences of investing in the Fund.

The Trustees are responsible for the management and supervision of the Trust. The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest of the Fund or other series of the Trust with or without par value. Under the Declaration of Trust, the Trustees have the authority to create and classify shares of beneficial interest in separate series and classes without further action by shareholders. As of the date of this SAI, the Fund is the only series of the Trust. To the extent permissible by law, additional series may be added in the future.

The shares of the Fund represent an equal proportionate interest in the net assets attributable to such shares of the Fund. Shareholders have certain exclusive voting rights on matters relating to their respective distribution plan, if any. Different classes of the Fund, if any, may bear different expenses relating to the cost of holding shareholder meetings necessitated by the exclusive voting rights of any class of shares. An affiliate of the Adviser will be the sole holder of the class of preference shares of the Fund.

Unless otherwise required by the 1940 Act or the Declaration of Trust, the Trust has no intention of holding annual meetings of shareholders. Trust shareholders may remove a Trustee by the affirmative vote of at least two-thirds of the Trust’s outstanding shares and the Trustees shall promptly call a meeting for such purpose when requested to do so in writing by the record holders of a majority of the outstanding shares of the Trust. Shareholders may, under certain circumstances, communicate with other shareholders in connection with requesting a special meeting of shareholders. However, at any time that less than a majority of the Trustees holding office were elected by the shareholders, the Trustees will call a special meeting of shareholders for the purpose of electing Trustees.

On the Fund’s liquidation date, surviving shareholders (other than shareholders of preferred shares) are entitled to share pro rata by shares owned in the remaining assets of the Fund, if any, after distributions made to preference shares as described below. With respect to preference shares, in the event that there are no shares of any other class outstanding on the Fund’s liquidation date, holders of preference shares shall receive the liquidating distribution of the Fund’s remaining assets, and, in the event that any shares of any other class remain outstanding on the date of the Fund’s liquidation date, holders of preference shares shall receive the amount of the initial purchase price paid for such preference shares as part of the liquidating distribution of the Fund’s remaining assets.

Shares entitle their holders to one vote per share (and fractional votes for fractional shares) and have no preemptive, subscription or conversion rights. When issued, shares are fully paid and non-assessable.

The Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust. The Declaration of Trust further provides for indemnification out of the Fund’s property for all loss and expense of any shareholder held personally liable for the obligations of the Fund by reason of owning shares of the Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is considered remote since it is limited to circumstances in which the disclaimer is inoperative and the Fund itself would be unable to meet its obligations.

The Declaration of Trust further provides that the Board will not be liable for errors of judgment or mistakes of fact or law. However, nothing in the Declaration of Trust protects a Trustee against any liability to which the Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Declaration of Trust of the Trust provides for indemnification by the Trust of Trustees and officers of the Trust, however, such persons may not be

indemnified against any liability to the Trust or the Trust’s shareholders to whom he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

The Prospectus and this SAI do not contain all the information included in the Registration Statement filed with the Commission under the 1933 Act with respect to the securities offered by the Prospectus. Certain portions of the Registration Statement have been omitted from the Prospectus and this SAI pursuant to the rules and regulations of the Commission. The Registration Statement including the exhibits filed therewith may be examined at the office of the Commission in Washington, D.C.

Statements contained in the Prospectus or in this SAI as to the contents of any contract or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement of which the Prospectus and this SAI form a part, each such statement being qualified in all respects by such reference.

In the interest of economy and convenience, the Fund does not issue certificates representing the Fund’s shares. Instead, the Transfer Agent maintains a record of each shareholder’s ownership. Each shareholder receives confirmation of purchase and repurchase orders from the Transfer Agent. Fund shares and any dividends and distributions paid by the Fund are reflected in account statements from the Transfer Agent.

As of the date of this SAI, the Fund has not yet commenced operations and thus does not have audited financial statements.

Set forth below is the number of record holders as of [ ], 2019 of each class of securities of the Registrant.

The Registrant’s Agreement and Declaration of Trust, incorporated herein by reference, contains provisions limiting the liability, and providing for indemnification, of the Trustees, officers, employees and other “Covered Persons” (including their respective heirs, assigns, successors or other legal representatives) to the fullest extent

permitted by law, including advancement of payments of all expenses incurred in connection with the preparation and presentation of any defense (subject to repayment obligations in certain circumstances).

The Registrant’s Distribution Agreement, to be filed by amendment, is expected to contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances.

Further, the Investment Management Agreement with Stone Ridge, to be filed by amendment, is expected to contain provisions limiting the liability, and providing for indemnification, of Stone Ridge and its personnel under certain circumstances.

The Registrant’s Trustees and officers are expected to be insured under a standard investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their official capacities as such.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Stone Ridge is a Delaware limited liability company that offers investment management services and is a registered investment adviser. Stone Ridge serves as investment adviser to the Registrant, Stone Ridge Trust, Stone Ridge Trust II, Stone Ridge Trust III, Stone Ridge Trust IV and Stone Ridge Trust V, on behalf of each of their series. Stone Ridge’s offices are located at 510 Madison Avenue, 21st Floor, New York, NY 10022. Information as to the officers and directors of Stone Ridge is included in its current Form ADV (File No. 801-77228) filed with the SEC.

All accounts, books and other documents required by Rule 31(a) under the Investment Company Act of 1940, as amended, are maintained at the offices, as applicable of: (1) the Registrant, (2) Stone Ridge, (3) the Custodian and (4) the Administrator.

a. to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(2) To reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(3) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

b. That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

c. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

d. Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

e. That for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act;

(2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, its Statement of Additional Information.

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement of Stone Ridge Trust VII (related to Stone Ridge Longevity Risk Premium Fixed Income Fund 2019) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on the 5th day of July, 2019.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		☒
Pre-Effective Amendment No.		☐
Post-Effective Amendment No.		☐


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		☒
Amendment No.		☐



PROSPECTUS SUMMARY			1

FUND EXPENSES			11

FINANCIAL HIGHLIGHTS			12

THE FUND			12

USE OF PROCEEDS			12

INVESTMENT OBJECTIVE, POLICIES AND RISKS			12

MANAGEMENT OF THE FUND			14

SHAREHOLDER GUIDE			18

HOW TO BUY SHARES			18

EARLY REPURCHASES			20

DISTRIBUTION AND SERVICING ARRANGEMENTS			21

DETERMINATION OF NET ASSET VALUE			22

DISTRIBUTIONS AND FEDERAL INCOME TAX MATTERS			22

DESCRIPTION OF THE FUND			24

REPORTS TO SHAREHOLDERS			26

ADDITIONAL INFORMATION			26

TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION			27

STONE RIDGE’S PRIVACY NOTICE			28


Shareholder Transaction Expenses:

Maximum Sales Load (as a percentage of the offering price)⁽¹⁾	[ ]	%

Cohort Premium (as a percentage of the offering price)⁽²⁾	[ ] - [ ]	%

Annual Fund Operating Expenses
(as a percentage of net assets attributable to the Shares)⁽³⁾

Management Fees	[ ]	%

Service Fees	[ ]	%

Other Expenses⁽⁴⁾	[ ]	%


Total Annual Fund Operating Expenses	[ ]	%

(Fee Waiver and/or Expense Reimbursement)/Recoupment⁽⁵⁾	[ ]	%


Total Annual Fund Operating Expenses After (Fee Waiver/Expense Reimbursement)/Recoupment	[ ]	%


(1)	(2)	(3)	(4)
Title of Class	Amount Authorized	Amount Held by the Fund for its Account	Amount of Outstanding Exclusive of Amount Shown Under (3)
Shares of Beneficial Interest	[ ]	[ ]	[ ]


ADDITIONAL INVESTMENT INFORMATION, RISKS AND RESTRICTIONS			1


TRUSTEES AND OFFICERS			2


CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES			6


INVESTMENT ADVISORY AND OTHER SERVICES			6


PURCHASE, REDEMPTION AND REPURCHASE OF SHARES			12


PORTFOLIO TRANSACTIONS AND BROKERAGE			12


TAX STATUS			14


DESCRIPTION OF THE TRUST			20


OTHER INFORMATION			21


FINANCIAL STATEMENTS			21


By telephone:		(855) 609-3680

By mail:		Stone Ridge Longevity Risk Premium Fixed Income Fund 2019 c/o U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202

On the Internet:		SEC EDGAR database — www.sec.gov


	Page
ADDITIONAL INVESTMENT INFORMATION, RISKS AND RESTRICTIONS		1


TRUSTEES AND OFFICERS		2


CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES		6


INVESTMENT ADVISORY AND OTHER SERVICES		6


PURCHASE, REDEMPTION AND REPURCHASE OF SHARES		12


PORTFOLIO TRANSACTIONS AND BROKERAGE		12


TAX STATUS		14


DESCRIPTION OF THE TRUST		20


OTHER INFORMATION		21


FINANCIAL STATEMENTS		21


Name (Year of Birth)	Position(s) Held with the Trust	Term of Office and Length of Time Served⁽¹⁾	Principal Occupation(s) During the Past 5 Years	Number of Portfolios in the Fund Complex Overseen by Trustee⁽²⁾	Other Directorships / Trusteeships Held by Trustee During the Past 5 Years
Jeffery Ekberg (1965)	Trustee	since 2019	Self-employed (personal investing) since 2011; Principal, TPG Capital, L.P. (private equity firm) until 2011; Chief Financial Officer, Newbridge Capital, LLC (subsidiary of TPG Capital, L.P.) until 2011	[ ]	[ ]


Daniel Charney (1970)	Trustee	since 2019	Co-President, Cowen and Company, Cowen Inc. (financial services firm) since 2012	[ ]	[ ]


	Dollar Range of Equity Securities in the Fund⁽¹⁾	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies⁽²⁾
Independent Trustees
Jeffery Ekberg	None	Over $100,000
Daniel Charney	None	Over $100,000


Interested Trustee
Ross Stevens⁽³⁾	None	Over $100,000


Independent Trustees	Aggregate Compensation From the Fund⁽¹⁾				Total Compensation From the Complex⁽²⁾ Paid to Trustee
Jeffery Ekberg		$	[	]		$	339,291
Daniel Charney		$	[	]		$	339,291


Name (Year of Birth) and Address^(1) (2)	Position(s) Held with the Trust	Term of Office and Length of Time Served⁽³⁾	Principal Occupation(s) During Past 5 Years
Ross Stevens (1969)	President, Chief Executive Officer and Principal Executive Officer	since 2015	Founder of Stone Ridge Asset Management LLC, Chief Executive Officer and President of the Adviser, since 2012.

Lauren D. Macioce (1978)	Chief Compliance Officer, Secretary, Chief Legal Officer and Anti-Money Laundering Compliance Officer	since 2016	General Counsel and Chief Compliance Officer of the Adviser, since 2016; prior to that Associate at Ropes & Gray LLP (law firm).

Anthony Zuco (1975)	Treasurer, Principal Financial Officer, Chief Financial Officer and Chief Accounting Officer	since 2018	Supervising Fund Controller at the Adviser, since 2015; prior to that Controller at Owl Creek Asset Management L.P. (investment advisory firm).

Alexander Nyren (1980)	Assistant Secretary	since 2018	Head of Reinsurance of the Adviser, since 2018; member of Reinsurance portfolio management team at the Adviser, since 2013.

David Thomas (1980)	Assistant Treasurer	since 2018	Member of Operations at the Adviser, since 2015; prior to that member of Operations team at KCG Holdings, Inc. (financial services firm).

Leson Lee (1975)	Assistant Treasurer	since 2019	Member of Operations at the Adviser, since 2018; prior to that Treasury Manager at Eton Park Capital Management (investment advisory firm).



Item 25.		Financial Statements and Exhibits

(1)		Financial Statements:

		Included in Part A:

		Not applicable.

		Included in Part B:

		Report of Independent Registered Public Accounting Firm, to be filed by amendment.

		Statement of Assets and Liabilities, to be filed by amendment.

		Notes to Financial Statements, to be filed by amendment.

(2)		Exhibits:

(a)	(1)	Certificate of Trust of Stone Ridge Trust VII (the “Registrant”), dated as of June 18, 2019, filed herewith.

	(2)	Agreement and Declaration of Trust of the Registrant, dated as of June 18, 2019, filed herewith.

(b)		By-Laws of the Registrant, filed herewith.

(c)		Not applicable.

(d)	(1)	See portions of Agreement and Declaration of Trust relating to shareholders’ rights.

	(2)	See portions of By-laws relating to shareholders’ rights.

(e)		Not applicable.

(f)		Not applicable.

(g)		Investment Management Agreement between Stone Ridge Asset Management LLC (“Stone Ridge”) and the Registrant on behalf of Stone Ridge Longevity Risk Premium Fixed Income Fund 2019 (the “Fund”), dated as of [ ], to be filed by amendment.

(h)	(1)	Distribution Agreement between the Registrant and Stone Ridge Securities LLC (the “Distributor”), dated as of [ ], to be filed by amendment.

	(2)	Distribution and Servicing Plan, to be filed by amendment.

(i)		Not applicable.

(j)	(1)	Custody Agreement between the Registrant and U.S. Bank National Association (the “Custodian”), dated as of [ ], to be filed by amendment.

(k)	(1)	Fund Administration Servicing Agreement between the Registrant, on behalf of the Fund, and U.S. Bancorp Fund Services, LLC (the “Administrator”), dated as of [ ], to be filed by amendment.

	(2)	Transfer Agent Servicing Agreement between the Registrant, on behalf of the Fund, and U.S. Bancorp Fund Services, LLC, dated as of [ ], to be filed by amendment.



	(3)	Fund Accounting Servicing Agreement between the Registrant, on behalf of the Fund, and U.S. Bancorp Fund Services, LLC, dated as of [ ], to be filed by amendment.

	(4)	Expense Limitation Agreement between Stone Ridge and the Registrant on behalf of the Fund, dated as of [ ], to be filed by amendment.

(l)		Opinion and consent of counsel for the Fund, to be filed by amendment.

(m)		Not applicable.

(n)		Consent of Independent Registered Public Accounting Firm, to be filed by amendment.

(o)		Not applicable.

(p)		Subscription Agreement for Seed Capital, to be filed by amendment.

(q)		Not applicable.

(r)		Code of Ethics of Stone Ridge and the Registrant, to be filed by amendment.

(s)		Power of Attorney, to be filed by amendment.


Securities and Exchange Commission fees		$[·]
Printing and engraving expenses		$[·]
Legal fees		$[·]
Accounting expenses		$[·]

Total		$[·]


Title of Class		Number of Record Holders
Shares of Beneficial Interest, $0.01 par value per share		[1]


STONE RIDGE TRUST VII

By:		/s/ Anthony Zuco
		Anthony Zuco, Treasurer and Principal Financial Officer


Signature	Title	Date

/s/ Ross Stevens Ross Stevens	President (Principal Executive Officer)	July 5, 2019

/s/ Anthony Zuco Anthony Zuco	Treasurer (Principal Financial Officer)	July 5, 2019

/s/ Lauren D. Macioce Lauren D. Macioce	Initial Trustee, Secretary	July 5, 2019