STONE RIDGE ASSET MANAGEMENT LLC
STONE RIDGE ASSET MANAGEMENT LLC
January 22, 2016
To the Trustees of:
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
New York, NY 10022
With reference to the Investment Management Agreement entered into by Stone Ridge Asset Management LLC (the “Adviser”) with Stone Ridge Trust (the “Trust”), on behalf of its series, Stone Ridge Reinsurance Risk Premium Fund and Stone Ridge High Yield Reinsurance Risk Premium Fund (each, a “Fund” and, together, the “Funds”), on this 22nd day of January, 2016, we hereby notify you as follows:
1. Through February 28, 2017, the Adviser agrees to waive its management fee and/or pay or otherwise bear operating and other expenses of the applicable Fund or a Class thereof (excluding brokerage and transactional expenses, 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) solely to the extent necessary to limit the total annualized expenses of the applicable Class to the percentage specified in Appendix A hereto of the average daily net assets attributable to such Class of shares of the Fund.
2. The Adviser shall be permitted to recoup in later periods expenses attributable to a Class 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 Class of shares fall below the annual limitation rate in effect at the time of the actual waiver/reimbursement and to the extent that they do not cause the Class to exceed the annual rate in effect at the time of the recoupment; provided, however, that the Adviser shall not be permitted to recoup any such fees or expenses beyond three years from the end of the fiscal year in which the Adviser reduced a fee or reimbursed an expense.
3. During the periods covered by this Agreement, the expense limitation arrangement set forth above for the Funds may only be modified by a majority vote of the “non-interested” trustees of the Trust (as defined under the Investment Company Act of 1940, as amended (the “1940 Act”)).
4. We understand and intend that the Trust and the Funds will rely on this undertaking in preparing and filing Post-Effective Amendments to the registration statement on Form N-1A for the Trust with the Securities and Exchange Commission, in accruing each Fund’s expenses for purposes of calculating its net asset value per share and for other purposes permitted under Form N-1A and/or the 1940 Act, and expressly permit the Trust and the Funds to do so.
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Very truly yours,
STONE RIDGE ASSET MANAGEMENT LLC
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By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Managing Member
ACCEPTED AND AGREED TO ON BEHALF OF:
Stone Ridge Trust, on behalf of its series, Stone Ridge Reinsurance Risk Premium Fund and Stone Ridge High Yield Reinsurance Risk Premium Fund
By: /s/ Xxxxxxx Xxxxx________________
Name: Xxxxxxx Xxxxx
Title: Treasurer and Principal Financial Officer
Stone Ridge Reinsurance Risk Premium Fund and Stone Ridge High Yield Reinsurance Risk Premium Fund Signature Page
Appendix A
Expense Limits
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Class I
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Class M
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Stone Ridge Reinsurance Risk Premium Fund
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2.00%
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2.15%
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Stone Ridge High Yield Reinsurance Risk Premium Fund
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2.00%
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2.15%
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