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Stone Ridge Trust

 

 ROPES & GRAY LLP

PRUDENTIAL TOWER, 800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 December 26, 2024

 Andrew G. Lawson

 T +1 617 951 7149

 Andrew.Lawson@ropesgray.com

 VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, NE

 Washington,
D.C. 20549

 Attention: Karen Rossotto

Re: Stone Ridge Trust (File No. 811-22761; 333-184477)

 Dear Ms. Rossotto:

On behalf of Stone Ridge 2064 Longevity Income ETF, Stone Ridge 2065 Longevity Income ETF, Stone Ridge 2064
Inflation-Protected Longevity Income ETF and Stone Ridge 2065 Inflation-Protected Longevity Income ETF (collectively, the “Funds”) each, a series of Stone Ridge Trust (the “Trust”), we are writing to respond to comments of the
staff (the “Staff”) of the Securities and Exchange Commission that you provided via phone on December 11, 2024 in connection with Post-Effective Amendment No. 94 to the Trust’s Registration Statement on Form N-1A (the “Registration Statement”). The amendment was filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended (the “Securities Act”), on October 18, 2024 to register for
public offer and sale shares of the Funds, each a new series of the Trust.

 The following sets forth the Staff’s
comments and the Funds’ responses thereto. We note that the responses set forth herein, as applicable, will be observed by the Funds but do not necessarily represent the position or policy of other funds managed by Stone Ridge Asset Management
LLC (“Stone Ridge” or the “Adviser”). The responses will be reflected, to the extent applicable, in the next amendment to the Funds’ Registration Statement. Terms used but not defined herein are defined in the Registration
Statement. Revisions to existing disclosure included below are reflected, as applicable, with the new text underlined in blue and the deleted text shown in red strikethrough.

General Comments

1.
 Staff Comment: The Staff has provided comments to other series of the Trust with similar disclosure as
the Funds (collectively, the “LifeX Funds”). Please apply any disclosure revisions pursuant to those comments to the Funds as applicable. Additionally, the Staff requests that as

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 December 26, 2024

 future series of the Trust are registered, the future series provide in correspondence a description of any
changes to the overall scheme and structure of the LifeX Funds and how the Adviser has considered prior comments and conversations with the Staff.

Response: The Funds acknowledge this comment.

Summary Prospectus—Stone Ridge 2064 Longevity Income ETF

Fees and Expenses

2.
 Staff Comment: Footnote 1 to the fee table states, “The Fund (and not the Adviser) is
responsible for certain other fees and expenses that are not covered by the Unified Management Fee under the Management Agreement.” The section of the Prospectus titled “Investment Advisory and Other Services—The Adviser” states,
“each Fund (and not the Adviser) bears the following expenses: the Fund’s ordinary and recurring investment expenses, including all fees and expenses directly related to portfolio transactions and positions for the Fund’s
account….” In correspondence, please explain why the “Other Expenses” line in the fee table is 0.00% and whether the expenses borne by the Fund can be estimated in the fee table as “Other Expenses.”

 Response: The Fund does not expect to incur Other Expenses as defined in Item 3, Instruction
3(c) of Form N-1A.

 Principal Investment Strategies—The Investments

3.
 Staff Comment: Please disclose the duration of the Fund’s debt security portfolio.

 Response: The requested change has been made as displayed below.

The Fund is an exchange-traded fund (“ETF”) that pursues its investment objective by investing in
debt securities issued by the U.S. Treasury (which we refer to as “U.S. Government Bonds”) as well as money market funds that invest exclusively in U.S. Government Bonds or repurchase agreements collateralized by such securities.
Securities issued by the U.S. Treasury historically have not had credit-related defaults (i.e., failures to fulfill payment-related obligations such as interest or principal payments) and therefore such securities are generally considered to be
credit risk-free (i.e., free of the risk of non-payment of either interest or principal). When constructing its portfolio of U.S.
Government Bonds, the Fund seeks to select bonds with particular durations, maturities and other investment characteristics, and in such amounts, that enable the Fund to “lock in” interest rates and reliably sustain its planned
distributions. The Fund primarily seeks to buy U.S. Government Bonds with maturities not longer than 30 years. As of the date of this prospectus, the average duration (which is a measure of a bond’s sensitivity to interest rates) of the
Fund’s U.S Government Bonds is approximately 11.5 years.

4.
 Staff Comment: Please revise the Fund’s strategy to address any criteria the Adviser considers
in deciding which U.S. Government Bonds to purchase.

 Response: The requested change has been
made, as reflected in Comment Response 3 above.

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 December 26, 2024

Principal Investment Strategies—The Offering

5.
 Staff Comment: The Staff believes that this section contains language that may be difficult for an
average investor to understand. Please simplify this disclosure. Consider including a graph or decision tree illustrating the decisions to be made by an investor with respect to investment in the Fund at the Recalibration Year.

 Response: The requested change has been made as displayed below.

In deciding whether to (i) invest in a Closed-End Fund to received Longevity-Linked Distributions or (ii) remain invested in the Fund to receive Term Distributions, an investor in April of 2044 should consider the following information:

 Longevity-Linked Distributions

Term Distributions

Intended Distributions

  $0.0833 per share per
month 

 $0.0675 per share per month§ 

 Intended Horizon 

 For the rest of the investor’s life up to age
100

Until 2064

 Eligibility Requirements 

 Investor must be born in the year
1964

N/A

Liquidity

 No liquidity other than monthly distributions. Shareholders
may not sell, redeem or transfer their shares.

No restrictions

Life Contingency

Shares will be cancelled for no value upon the death of the shareholder.

N/A

 § Estimated as of December 18, 2024.

6.
 Staff Comment: Please revise the disclosures for Longevity-Linked Distributions and Term
Distributions to clearly disclose the trade-off between the two investment paths (i.e., that Longevity-Linked Distributions provide higher distributions with no liquidity that will be canceled on death
for no value while Term Distributions provide lower distributions that can pass to a beneficiary or be sold at the current market price at any time).

Response: Please refer to Comment Response 5 above.

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 December 26, 2024

7.
 Staff Comment: The disclosure variably uses “2044,” “the Recalibration Year” and
“the year in which members of the Modeled Cohort reach age 80” to refer to the same year. Please revise your disclosure to be consistent throughout.

Response: The requested change has been made. “2044” will be used consistently throughout where appropriate.

8.
 Staff Comment: In correspondence, please discuss whether and how Stone Ridge expects the Fund’s
overall market liquidity and its ability to meet listing standards to change over time, particularly in later years as the Fund distributes its principal over time.

Response: Because the Fund is intended to operate through a particular end year, its remaining operating horizon –
and relatedly, the average duration of its bond portfolio – decreases over time. As a result, the volatility of the Fund’s NAV, and its sensitivity to interest rates, will decrease over time. Additionally, because the Fund is designed to
maintain a constant per-share distribution of $1 per annum until the Recalibration Year, even as the portion of its distributions consisting of principal increases over time, its distribution rate will
increase over time. The Fund believes it will continue to be an attractive investment option as it nears the end of its term because decreasing volatility and increasing distribution rate are both changes that should be beneficial for the market
liquidity of the Fund’s shares. The Fund does not believe these effects should raise any issues for listing standards. Further, the Fund may be attractive to investors even closer to the end of the Fund’s term as an alternative to other
investment products such as short-dated certificates of deposit.

 The Fund also notes that the risk of not meeting the
listing requirements of the Exchange are discussed throughout the Registration Statement, including in the Prospectus at “More Information Regarding the Risks of Investing—ETF Structure Risks” and “How the Fund Differs from
Traditional Mutual Funds—Exchange Listing” and in the Statement of Additional Information at “Additional Investment Information, Risks and Restrictions—Exchange Listing and Trading.”

9.
 Staff Comment: We note that this section states, “The Fund is designed to provide an opportunity
for investors to receive predictable cashflows… [emphasis added].” In correspondence, please explain the use of the term “cashflow” and whether this term will be properly understood by retail investors.

 Response: The Fund believes that the use of the term “cashflow” is well understood by
investors and less ambiguous than “income” in the context of the Fund’s principal investment strategies because the stream of payments provided by the Fund’s distributions consists of both income and principal.

10.
 Staff Comment: Please clarify the makeup of the Fund’s distributions and indicate what investors
will receive as monthly distributions. Please disclose whether the principal component of the distribution will be considered a return of capital and clarify how this classification will impact investors.

Response: The requested change has been made as displayed below.

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 December 26, 2024

The Fund intends to make an identical distribution each month equal to $0.0833 per outstanding share of the
Fund, for a total of $1.00 per share per year, until April of 2044. Thereafter, the Fund estimates it will make an identical distribution each month equal to approximately $0.0675 per outstanding share of the Fund, for a total of $0.8098 per share
per year, through the end of the year in which members of the Modeled Cohort will reach age 100. Distributions are expected to consist of a mix of income and principal, and the proportion
of each distribution consisting of principal is expected to increase over time.

Additionally, the Fund has added disclosure in the “Tax Information” section of the Fund’s summary prospectus
further explaining the concept of a “return of capital.”

 The Fund generally does not expect a
material portion of its distributions to be taxable as capital gains because of the nature of the Fund’s investment strategy. In addition, the Fund does not expect to recognize capital gains on the distribution of its portfolio securities to
Authorized Participants in redemption of the Fund’s shares. However, the Fund intends to make distributions for which a portion of each distribution is expected and intended to constitute a return of capital, which. A return of capital is a distribution from
the shareholder’s investment principal, rather than net profits from the Fund’s returns, and should not be confused with the Fund’s “yield” or “income.” A return of capital will reduce the amount of capital available for investment and reduce a shareholder’s tax basis in his or her shares. A return of capital is generally not taxable to the shareholder. If a shareholder’s
tax basis in his or her shares has been reduced to zero, however, this portion of the Fund’s distributions is expected to constitute capital gains. See “How to Purchase and Sell Fund Shares — Distributions and Federal Income Tax
Matters” for a discussion of the federal income tax treatment of a return of capital.

11.
 Staff Comment: This section states, “While there are many investment products designed to help
investors accumulate assets and to build a nest egg, there are few investment products designed to help investors convert those assets into predictable cashflows.” Please clarify that the Fund is not designed to help investors accumulate assets
or build a nest egg and disclose here how you provide predictable monthly distributions.

Response: The Fund notes that an investor could choose to pursue asset accumulation through an investment in the Fund
by reinvesting, rather than spending, the Fund’s distributions. Such an investment would produce asset accumulation similar to an investment in a typical U.S. government bond fund. On that basis, the Fund respectfully declines to make the
requested change. With respect to how the Fund provides predictable monthly distributions, the Fund respectfully submits that this is already adequately described by the disclosure under “Principal Investment Strategies—The
Investments” that states that “[w]hen constructing its portfolio of U.S. Government Bonds, the Fund seeks to select bonds with particular durations, maturities and other investment characteristics, and in such amounts, that enable the Fund
to ‘lock in’ interest rates and reliably sustain its planned distributions.”

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 December 26, 2024

Principal Investment Strategies—Distributions

12.
 Staff Comment: We note that the Distributions table illustrates distributions for an investor who
purchases 100,000 shares. Please revise the disclosure to provide these distribution numbers on a per-share basis.

Response: The Funds respectfully decline to disclose distribution numbers on a
per-share basis. The Funds are not aware of any Form N-1A-related disclosure requirement requiring a lesser presentation and note
that the 100,000 share basis is consistent with the disclosure of other series of Stone Ridge Trust. An investor can simply divide the estimated distribution amounts by 100,000 should they want this information on a
per-share basis. The Fund further notes that the text immediately preceding the Distributions table states, “The Fund intends to make an identical distribution each month equal to $0.0833 per outstanding
share of the Fund, for a total of $1.00 per share per year….”

13.
 Staff Comment: Consider adding a chart or other graphic showing the expected proportion of principal
and interest to be included in the Fund’s distributions over time.

 Response: The requested
change has been made. The following disclosure has been added to the section titled “Investment Objective, Strategies and Risks—More Information Regarding Investment Strategies—Investment Strategies—The Offering.”

The following table illustrates the proportion
of each Fund’s intended distributions that will consist of income and principal for each of the next five years, estimated as of December 18, 2024.

Stone Ridge 2064 Longevity Income ETF

Stone Ridge 2065 Longevity Income ETF

Year

Income

Principal

Income

Principal

2025

 69%

 31%

 70%

30%

 2026 

 69%

 31%

 70%

 30%

2027

 68%

 32%

 69%

31%

2028

 70%

 30%

 71%

 29%

2029

 66%

 34%

 68%

32%

The following table illustrates
the average proportion of each Fund’s intended distributions that will consist of income and principal through the year in which each Fund’s Modeled Cohort turns 100, estimated as of December 18, 2024.1

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 December 26, 2024

Stone Ridge 2064 Longevity Income
ETF

Stone Ridge 2065 Longevity Income
ETF

Income

Principal

Income

Principal

49%

51%

50%

50%

 1 The table assumes an investor elects to receive Term Distributions by remaining invested in the Fund.

Principal Investment Strategies—Actuarial Estimates

14.
 Staff Comment: The Staff notes that both m