S-1/A

The information in this prospectus is not complete and may be changed. These shares may not be sold until the registration statement filed with the Securities and Exchange Commission and the Commodity Futures Trading Commission is effective. This prospectus is not an offer to sell these and is not soliciting an offer to buy these units in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 15, 2017

Registration No. 333-221591

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Pre-Effective Amendment No. 1 to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Metaurus Equity Component Trust

(Exact name of registrant as specified in its charter)

Delaware	6799	35-2594229 30-0987130
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

c/o Metaurus Advisors LLC

589 Fifth Avenue

Suite 808

New York, NY 10017

212-634-4250

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard P. Sandulli

c/o Metaurus Advisors LLC

589 Fifth Avenue

Suite 808

New York, NY 10017

212-634-4250

(Name, address, including zip code, and telephone number, of agent for service)

Copies to:

P. Georgia Bullitt, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

The Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
U.S. Equity Cumulative Dividends Fund—Series 2027 Shares	$1,000	$30.00	$30,000	$3.73
U.S. Equity Ex-Dividend Fund—Series 2027 Shares	$1,000	$100.00	$100,000	$12.45

(1) The proposed maximum aggregate offering price has been calculated assuming that the U.S. Equity Cumulative Dividends Fund—Series 2027 Shares are sold at a price of $30.00 per Share and the U.S. Equity Ex-Dividend Fund—Series 2027 Shares are sold at a price of $100.00 per Share. Such prices have been estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(2) The total amount reflects previous registration fees paid by the Registrant of $16.18.

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

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

Subject to Completion

Preliminary Prospectus dated December 15, 2017

PROSPECTUS

U.S. EQUITY CUMULATIVE DIVIDENDS FUND—SERIES 2027*	[●] Shares
U.S. EQUITY EX-DIVIDEND FUND—SERIES 2027*	[●] Shares

* U.S. Patents Pending

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THESE POOLS NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE FUNDS ARE NOT MUTUAL FUNDS OR ANY OTHER TYPE OF “INVESTMENT COMPANY” WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AND ARE NOT SUBJECT TO REGULATION THEREUNDER. THE SHARES 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 OR ANY OTHER GOVERNMENTAL AGENCY.

The Funds

The Metaurus Equity Component Trust (the “Trust”) is a statutory trust formed under the laws of the State of Delaware on September 28, 2016. The U.S. Equity Cumulative Dividends Fund—Series 2027 (the “Dividend Fund”) and the U.S. Equity Ex-Dividend Fund—Series 2027 (the “Ex-Dividend Fund”, and together with the Dividend Fund, the “Funds” and each, a “Fund”) are separate series of the Trust. Each Fund is a commodity pool that will issue shares to shareholders (“Shareholders”) representing fractional undivided beneficial interests in, and ownership of, the net assets of the Fund (“Shares”). Shares in each Fund are being separately offered. The Funds are term funds that will terminate on or prior to December 31, 2027. Metaurus Advisors LLC (“Metaurus” or the “Sponsor”) is the sponsor, commodity pool operator and commodity trading advisor of each Fund.

The Trust expects to qualify as an “emerging growth company” subject to reduced public company reporting requirements under U.S. federal securities laws.

Each Fund employs a “passive management”—or indexing—investment approach designed to correspond to the performance of a particular index, before fees and expenses.

The Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive^® U.S. Cumulative Dividends Index—Series 2027 (the “Solactive Dividend Index”) over each calendar year. The Ex-Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive^® U.S. Equity Ex-Dividends Index—Series 2027 (the “Solactive Ex-Dividend Index”, and together with the Solactive Dividend Index, the “Underlying Indexes”). The Underlying Indexes are maintained and calculated by Solactive AG, which is an independent index sponsor and data provider.

The Dividend Fund seeks to track the Solactive Dividend Index so as to provide Shareholders with returns designed to replicate the dividends on constituent companies of the S&P 500^® Index (“S&P 500”), without exposure to the underlying securities. The value of the Solactive Dividend Index and, therefore, the value of the Dividend Fund’s Shares, will be affected by the ordinary cash dividends that have been paid to date and general

expectations in the market regarding the future levels of such dividends. The Dividend Fund intends primarily to invest its assets in the component instruments of the Solactive Dividend Index, as well as in cash and/or cash equivalents. The component instruments of the Solactive Dividend Index consist of U.S. Treasury Securities (“Treasury Securities”) and long positions in annual futures contracts listed on the Chicago Mercantile Exchange (“CME”) that provide exposure to dividends paid on the S&P 500 constituent companies (“S&P 500 Dividend Futures Contracts”) pro rata for each year of the life of the Dividend Fund. The Dividend Fund intends to make cash distributions to its Shareholders on a monthly basis that generally track, over a one year period, the actual dividends paid by the S&P 500 constituent companies.

As a result of the fact that the Solactive Dividend Index tracks the S&P 500 Dividend Futures Contracts, which do not reflect the payment of accrued dividends paid by S&P 500 constituent companies until maturity of the contracts, whereas the Dividend Fund expects to pays out monthly distributions, the market price and the NAV of the Dividend Fund is expected to be lower than the level of the Solactive Dividend Index during the months between the Dividend Fund’s initial cash distribution during any year and the expiry of the current S&P 500 Dividend Futures Contract for that same year. Assuming short-term interest rates remain at current levels, the Sponsor expects the aggregate monthly distributions paid by the Dividend Fund to equal at least 99 percent of the actual dividend levels recorded by the S&P 500 Dividend Points Index (Annual), before fees and expenses. Because an S&P 500 Dividend Futures Contract held by the Dividend Fund expires at the end of each year of the Dividend Fund’s term, the number of S&P 500 Dividend Futures Contracts held by the Dividend Fund will decrease over time. As the years progress, the current S&P 500 Dividend Futures Contract with respect to which distributions are to be made will, therefore, comprise a relatively larger portion of the Dividend Fund’s NAV as compared to prior years. The divergence between the NAV of the Dividend Fund and the level of the Solactive Dividend Index is, therefore, expected to increase, as a percentage of NAV, as the end of the Dividend Fund’s term nears.

The Ex-Dividend Fund seeks to track the Solactive Ex-Dividend Index so as to provide Shareholders with returns that are equivalent to the performance of 0.5 shares of SPDR S&P 500 ETF (“SPY”) less the value of current and future expected ordinary cash dividends to be paid on the S&P 500 constituent companies over the term of the Ex-Dividend Fund. SPY is an exchange-traded fund (“ETF”) that seeks to track the S&P 500. The Ex-Dividend Fund seeks to replicate the performance of SPY through owning long positions in quarterly S&P 500 Index futures contracts traded on the CME (“S&P 500 Index Futures Contracts”) rather than shares of SPY. Additionally, the Ex-Dividend Fund intends to track the performance of the Solactive Ex-Dividend Index by selling S&P 500 Dividend Futures Contracts. The Ex-Dividend Fund will also hold Treasury Securities, cash and/or cash equivalents.

In certain instances, a Fund may invest in futures contracts with alternative maturities if, in the judgment of the Sponsor, investing in such instruments would be in the best interest of the Fund (e.g., due to liquidity, arbitrage pricing or similar market factors).

The Funds will not employ leverage to implement their investment strategies. For these purposes, leverage means the use of loans, borrowings and extensions of credit from third parties for the purchase of investments. The Funds may, however, enter into short-term loans and reverse repurchase agreements for liquidity purposes, including to fund distributions with respect to the Dividend Fund. Although the Funds will not employ the type of investment leverage described above, they will hold investment instruments that are described as having embedded leverage. For example, the futures contracts that the Funds will invest in could be described as having embedded leverage because the notional amount of the contracts will exceed the cash or assets required to establish or maintain such futures contract positions. Such embedded leverage is expected to be fully defeased by a Fund through its investment in Treasury Securities.

The Funds will issue and redeem Shares, in one or more blocks of 50,000 Shares called “Baskets”, solely to an institution that (1) is a registered broker-dealer; (2) is a registered futures commission merchant and/or clears through a registered futures commission merchant; (3) is a member of the Depository Trust Company (“DTC”) and the National Securities Clearing Corporation (“NSCC”); (4) has entered into an agreement to act as an authorized participant of the Trust (an “Authorized Participant”); and (5) is in a position to transfer the required Deposit Instruments and/or the Cash Component to, and take delivery from, the Trust, on behalf of the Funds. [●] is the initial purchaser of the Funds (“Initial Purchaser”). [●], as the Initial Purchaser of the Dividend Fund, on [●], has agreed to purchase, and on [●], took delivery of [●] Shares of the Dividend Fund, which comprise the

initial Baskets of the Dividend Fund, at the purchase price of $[●] per Share ($[●] per Basket). During the continuous offering period, the Initial Purchaser proposes to offer these [●]Shares of the Dividend Fund, and the Initial Purchaser and the Authorized Participants may offer from time to time Shares of the Dividend Fund from any Basket they create, to the public. [●], as the Initial Purchaser of the Ex-Dividend Fund, on [●], has agreed to purchase, and on [●], took delivery of [●] Shares of the Ex-Dividend Fund, which comprise the initial Baskets of the Ex-Dividend Fund, at the purchase price of $[●] per Share ($[●] per Basket). During the continuous offering period, the Initial Purchaser proposes to offer these [●] Ex-Dividend Fund Shares, and the Initial Purchaser and the Authorized Participants may offer from time to time Shares of the Ex-Dividend Fund from any Basket they create, to the public. The Initial Purchaser is a registered broker-dealer and will be acting as a statutory underwriter with respect to the initial Baskets of each Fund. The Initial Purchaser may act as an Authorized Participant with respect to the initial Shares as well as future creation Baskets.

The Dividend Fund will apply to list its Shares for trading on the NYSE Arca, Inc. (“NYSE Arca”) under the symbol “IDIV.” The Ex-Dividend Fund will apply to list its Shares for trading on the NYSE Arca under the symbol “XDIV.” Once the Shares begin trading on the NYSE Arca, the Funds will issue and redeem Baskets to and from Authorized Participants in a continuous offering at each Fund’s respective net asset value (“NAV”). Shares offered to the public by the Initial Purchaser or the Authorized Participants may be offered at a per-Share offering price that varies depending on, among other factors, the trading price of the Shares on NYSE Arca, the NAV and the supply of, and demand for, the Shares at the time of the offer. Such offering price may be higher than the NAV per Share. Shares initially comprising the same Basket but offered by the Initial Purchaser or Authorized Participants to the public at different times may have different offering prices. Neither the Initial Purchaser nor any Authorized Participant will receive from the Funds, the Sponsor or any of their affiliates, any underwriting fee or other compensation in connection with their purchase of the Shares or their sale of Shares to the public. The Initial Purchaser and any Authorized Participant may receive commissions from brokerage investors who purchase Shares through their brokerage accounts. Financial advisors may receive fees from investors who purchase Shares through managed and other fee-based accounts. Such commissions and fees may vary from investor to investor.

Authorized Participants will pay the Funds, via the Custodian, a transaction fee per Basket equal to $500.00. From this transaction fee, the Funds will pay any transaction costs and fees associated with the purchase or sale of any futures contracts acquired for or sold by the Funds in connection with an in-kind creation or redemption. In addition, to the extent that cash is delivered or received in lieu of any of the Deposit Instruments upon the creation or redemption of Shares in whole or in part on a cash basis by an Authorized Participant, such Authorized Participants will pay an additional variable charge of up to 2% of the value of the cash that is delivered or received in lieu of any of the Deposit Instruments to the Fund to pay for any transaction costs, fees and pricing differences associated with the purchase or disposition of any of the Deposit Instruments by the applicable Fund.

THE SHARES ARE SPECULATIVE SECURITIES AND INVESTING IN THEM INVOLVES CERTAIN RISKS. READ THIS ENTIRE PROSPECTUS CAREFULLY AND CONSIDER “RISK FACTORS” BEGINNING ON PAGE 13 BEFORE INVESTING.

• Each of the Sponsor and each Fund is newly formed and does not have any performance history.

• The Funds will be exposed to the risks of commodity futures prices. Futures prices can be volatile and even a small movement in market prices could cause large losses.

• You could lose all or substantially all of your investment in the Funds.

• Due to market conditions, the Shares may trade at market prices lower than a Fund’s NAV per Share or than the value of a Fund’s Underlying Index. The Shares of the Dividend Fund are expected to trade at such lower market prices as compared to the value of the Solactive Dividend Index due to the fact that the value of the S&P 500 Dividend Futures Contracts included in the Solactive Dividend Index will not decline to reflect the actual payment of dividends paid by the S&P 500 constituent companies until year-end whereas the Dividend Fund expects to pay monthly distributions. These factors can affect your returns.

• Shareholders have limited statutory rights.

• The past performance of an Underlying Index or its underlying components is not indicative of the future performance of such Underlying Index or the Shares.

• A Fund may not be able to replicate the return of its Underlying Index.

• There are U.S. federal income tax risks associated with the purchase, ownership and disposition of the Shares.

This prospectus is in two parts: a disclosure document and a statement of additional information. These parts are bound together and both contain important information.

COMMODITY FUTURES TRADING COMMISSION

RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 48 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 50 AND 52.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE 13.

THE BOOKS AND RECORDS OF THE TRUST AND THE FUNDS WILL BE MAINTAINED AS FOLLOWS:

• All marketing materials will be maintained at the offices of:

SEI Investments Distribution Co.

1 Freedom Valley Drive

Oaks, Pennsylvania 19456

• Basket creation and redemption books and records, accounting and certain other financial books and records (including accounting records, ledgers with respect to assets, liabilities, capital, income and expenses, the register, transfer journals and related details) and certain trading and related documents received from futures commission merchants will be maintained at the offices of:

[●]

[●]

[●]

• All other books and records of the Fund (including minute books and other general corporate records, trading records and related reports) are maintained at the Trust’s principal office, c/o Metaurus Advisors LLC, 589 Fifth Avenue, Suite 808, New York, NY 10017. The main business telephone number of each Fund and the Sponsor is (212) 634-4250.

SHAREHOLDERS HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS CONFORMING TO THE COMMODITY FUTURES TRADING COMMISSION (“CFTC”) AND NATIONAL FUTURES ASSOCIATION (“NFA”) REQUIREMENTS ARE POSTED ON THE SPONSOR’S WEBSITE AT WWW.METAURUS.COM. ADDITIONAL REPORTS MAY BE POSTED ON THE SPONSOR’S WEBSITE AT THE DISCRETION OF THE SPONSOR OR AS REQUIRED BY REGULATORY AUTHORITIES. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS, NOT MORE THAN 90 DAYS AFTER THE CLOSE OF EACH FUND’S FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS. THE TAX INFORMATION RELATING TO SHARES NECESSARY FOR THE PREPARATION OF SHAREHOLDERS’ ANNUAL FEDERAL INCOME TAX RETURNS WILL ALSO BE DISTRIBUTED.

THE TRUST WITH RESPECT TO THE FUNDS WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. INVESTORS CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION. THE FILINGS OF THE TRUST ARE POSTED AT THE SEC WEBSITE AT WWW.SEC.GOV.

REGULATORY NOTICES

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, THE FUNDS, THE SPONSOR, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE. AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE “PLAN OF DISTRIBUTION” IN THIS PROSPECTUS.

TABLE OF CONTENTS

PART ONE

DISCLOSURE DOCUMENT

	Page
PROSPECTUS
PROSPECTUS SUMMARY		1
Structure of the Funds		1
Shares Listed on the NYSE Arca		2
Creations and Redemptions of Baskets of Shares		2
The Offering		2
The Trust is an Emerging Growth Company		3
Sponsor		3
Administrator		4
Clearing FCM		4
Custodian and Transfer Agent		4
Distributor		4
Trustee		4
Advisory Committee		5
Break-Even Threshold		5
Investment Objective of the Funds		5
Terms of the Funds		7
Summary of Risks You Should Consider Before Investing in the Fund		7
Use of Proceeds		8
Who May Subscribe		8
Charges		8
Net Asset Value		10
Clearance and Settlement		10
Distributions		10
Voting Rights		10
Termination Events		11
Limitation on Liability		11
Certain U.S. Federal Income Tax Consequences		11
Principal Offices; Location of Records; Fiscal Year		11
Forward-Looking Statements		12
RISK FACTORS		13
Principal Risks of the Funds		13
Risk Factors Relating to the Funds		13
Principal Risks of the Dividend Fund		21
Principal Risks of the Ex-Dividend Fund		22
Other Risks of Investing in the Funds		23
FUND ORGANIZATIONAL DIAGRAM		27
FORWARD-LOOKING STATEMENTS		28
USE OF PROCEEDS		29
PLAN OF DISTRIBUTION		30
INVESTMENT OBJECTIVES AND STRATEGIES OF THE FUNDS		32
DESCRIPTION OF THE SOLACTIVE DIVIDEND INDEX		38
DESCRIPTION OF THE SOLACTIVE EX-DIVIDEND INDEX		40
ACTIVITIES OF THE TRUST AND THE FUNDS		42
DESCRIPTION OF THE SHARES AND THE TRUST AGREEMENT		44
CHARGES		48
WHO MAY SUBSCRIBE		54
CREATIONS AND REDEMPTIONS		55
THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY		64

THE SPONSOR	65
CONFLICTS OF INTEREST	67
LEGAL ACTIONS	69
THE ADMINISTRATOR, CLEARING FCM, CUSTODIAN, DISTRIBUTOR AND TRANSFER AGENT	70
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES	72
ERISA AND RELATED CONSIDERATIONS	81
LEGAL MATTERS	83
EXPERTS	84
MATERIAL CONTRACTS	85
WHERE YOU CAN FIND MORE INFORMATION	87
DISCLAIMERS	88
GLOSSARY	89
FORM OF STATEMENT OF FINANCIAL CONDITION	92

STATEMENT OF ADDITIONAL INFORMATION

COMMODITY FUTURES MARKETS	1
EXHIBIT A PRIVACY POLICY

You should rely only on the information contained or incorporated by reference in this prospectus. None of the Sponsor, the Trustee, the Funds, the Administrator, the Distributor or the Initial Purchaser has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Funds, the Sponsor, the Authorized Participants, the Distributor and the Initial Purchaser are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

All capitalized and defined terms appear in the “Glossary.”

METAURUS EQUITY COMPONENT TRUST

U.S. EQUITY CUMULATIVE DIVIDENDS FUND—SERIES 2027

U.S. EQUITY EX-DIVIDEND FUND—SERIES 2027

[●], 2017

PROSPECTUS SUMMARY

Investors should read the following summary together with the more detailed information, including under the caption “Risk Factors,” and all exhibits to the Prospectus before deciding to invest in any Shares. For ease of reference, any references throughout this Prospectus to various actions taken by each of the Funds are actually actions that the Trust has taken on behalf of such Funds.

Definitions used in this Prospectus can be found in the Glossary on page 89.

THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

Structure of the Funds

The Metaurus Equity Component Trust (the “Trust”) is a statutory trust formed under the laws of the State of Delaware on September 28, 2016. The Trust was organized in separate series rather than as separate statutory trusts in order to achieve certain administrative efficiencies. The U.S. Equity Cumulative Dividends Fund—Series 2027 (the “Dividend Fund”) and the U.S. Equity Ex-Dividend Fund—Series 2027 (the “Ex-Dividend Fund” and together with the Dividend Fund, the “Funds” and each, a “Fund”) are separate series of the Trust. Each Fund is a commodity pool that will issue shares to shareholders (“Shareholders”) representing fractional undivided beneficial interests in, and ownership of, the net assets of the Funds (“Shares”). Issuances of Shares by one Fund are independent of issuances by the other Fund. As a result, the sizes of the Funds will not be correlated and are expected to vary. The Funds are term funds that will terminate on or prior to December 31, 2027.

Metaurus Advisors LLC (“Metaurus” or the “Sponsor”) will serve as the Trust’s Sponsor.

The Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive^® U.S. Cumulative Dividends Index—Series 2027 (the “Solactive Dividend Index”) over each calendar year. The Ex-Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive^® U.S. Equity Ex-Dividends Index—Series 2027 (the “Solactive Ex-Dividend Index”, and together with the Solactive Dividend Index, the “Underlying Indexes”). The Underlying Indexes are maintained and calculated by Solactive AG, which is an independent index sponsor and data provider (the “Calculation Agent” or “Solactive”).

The Dividend Fund seeks to track the Solactive Dividend Index so as to provide its Shareholders with returns designed to replicate the dividends on constituent companies of the S&P 500^® Index (“S&P 500”), without exposure to the underlying securities. The value of the Solactive Dividend Index and, therefore, the value of the Dividend Fund’s Shares, will be affected by the ordinary cash dividends that have been paid to date and general expectations in the market regarding the future levels of such dividends.

The Dividend Fund expects to pay monthly cash distributions to its Shareholders throughout each calendar year. Such distributions shall, on an annual basis, before fees and expenses, equal all or a substantial portion of the Dividend Fund’s net asset value (“NAV”) attributable to the ordinary cash dividends accumulated by the S&P 500 Dividend Points Index (Annual) (the “Dividend Points Index”) for the year (as reflected in the current

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year’s S&P 500 Dividend Futures Contracts (as defined below) held by the Dividend Fund). Assuming short-term interest rates remain at current levels, the Sponsor expects the aggregate monthly distributions paid by the Dividend Fund to equal at least 99 percent of the actual dividend levels recorded by the Dividend Points Index, before fees and expenses. Because an S&P 500 Dividend Futures Contract held by the Dividend Fund expires at the end of each year of the Dividend Fund’s term, the number of S&P 500 Dividend Futures Contracts held by the Dividend Fund will decrease over time. As the years progress, the current S&P 500 Dividend Futures Contract with respect to which distributions are to be made will, therefore, comprise a relatively larger portion of the Dividend Fund’s NAV as compared to prior years. The divergence between the NAV of the Dividend Fund and the level of the Solactive Dividend Index is, therefore, expected to increase, as a percentage of NAV, as the end of the Dividend Fund’s term nears.

The Ex-Dividend Fund seeks to track the Solactive Ex-Dividend Index so as to provide its Shareholders with returns that are equivalent to the performance of 0.5 shares of the SPDR S&P 500 ETF (“SPY”) less the value of current and future expected ordinary cash dividends to be paid on the S&P 500 constituent companies over the term of the Ex-Dividend Fund. SPY is an exchange-traded fund (“ETF”) that seeks to track the S&P 500.

Each Fund is a commodity pool as defined in the Commodity Exchange Act, as amended (“CEA”), and the applicable regulations of the Commodity Futures Trading Commission (“CFTC”). Neither Fund is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or is required to register under the Investment Company Act.

Shares Listed on the NYSE Arca

An application shall be made to list and trade the Shares on the NYSE Arca, Inc. (“NYSE Arca”) under the symbols “IDIV” and “XDIV”, for the Dividend Fund and Ex-Dividend Fund, respectively, and will be required to meet the NYSE Arca’s continued listing requirements. The initial purchase of the Shares by the Initial Purchaser and commencement of trading on the NYSE Arca is expected to occur on or about [●]. Market prices for the Shares may differ from the NAV per Share of a Fund, as discussed in this prospectus. Secondary market purchases and sales of Shares are subject to ordinary brokerage commissions and charges. An indicative fund value will be calculated and disseminated by a third party service provider in accordance with the rules of the NYSE Arca every 15 seconds throughout each day on which the NYSE Arca is open for business, including any partial-day opening (“Business Day”).

Creations and Redemptions of Baskets of Shares

In connection with the continuous offering of Shares by the Funds, the Sponsor will accept, or cause the Trustee or another designee selected by the Sponsor to accept, orders placed by authorized participants of the Trust (“Authorized Participants”) for the creation or redemption of one or more blocks of 50,000 Shares (each, a “Basket”). Generally, the Trust’s creation and redemption of baskets are expected to be executed through exchange for related position (“EFRP”) transactions, which are designed to achieve an in-kind creation and redemption mechanism.

The manner by which redemptions are made is dictated by the terms of the respective authorized participant agreement between an Authorized Participant and the Trust (“Authorized Participant Agreement”).

The Offering

On [●], the Initial Purchaser, subject to certain conditions, agreed to purchase and took delivery of (i) [●] Shares of the Dividend Fund at a purchase price of $[●] per Share ($[●] per Basket) and (ii) [●] Shares of the Ex-Dividend Fund at a purchase price of $[●] per Share ($[●] per Basket), which comprise the initial Baskets of the Funds, as described in the section entitled “Plan of Distribution.”

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Once trading of the Shares commences on the NYSE Arca, the Funds will issue Baskets to, and redeem Baskets from, Authorized Participants on a continuous basis. Authorized Participants will be required: (i) to be registered as broker-dealers; (ii) to be registered futures commission merchants and/or clear through a registered futures commission merchant; (iii) to be participants of the Depository Trust Company (a “DTC Participant”) and members of the National Securities Clearing Corporation (“NSCC”); (iv) have entered into agreements to act as authorized participants of the Trust; and (v) to be in a position to transfer the required Deposit Instruments and/or the Cash Component to, and take delivery from, the Trust, on behalf of the Funds.

Authorized Participants may sell Shares comprising the Baskets they purchased from the Funds to other investors at a per-Share offering price that will vary from the per-Share price of the Baskets depending upon, among other factors, the trading price of the Shares on the NYSE Arca, the current NAV per Share and the supply and demand for the Shares at the time of the offer. The market price of the Shares therefore may differ from the NAV per Share of a Fund. In addition, Shares initially comprising the same Basket but offered by Authorized Participants to the public at different times may have different offering prices.

Neither the Initial Purchaser nor any Authorized Participant will receive from the Funds, the Sponsor, the Distributor or any of their affiliates, any underwriting fee or other compensation in connection with their sale of Shares to the public. The Initial Purchaser and any Authorized Participant may receive commissions from brokerage investors who purchase Shares through their brokerage accounts or fees from investors who purchase Shares through their fee-based accounts. Investors are encouraged to review the terms of their brokerage accounts for details on applicable charges.

As of the date of this prospectus, no public market exists for the Shares.

The Trust is an Emerging Growth Company

The Trust expects to qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) subject to reduced public company reporting requirements under U.S. federal securities laws. For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of the Funds’ system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; or (ii) comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise. The Trust will cease to be an “emerging growth company” upon the earliest of: (i) it having $1.0 billion or more in annual revenues; (ii) at least $700 million in market value of Shares being held by non-affiliates; (iii) it issuing more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Trust is choosing not to “opt out” of such extended transition period, and as a result, the Trust will not be required to comply with new or revised accounting standards until those standards would otherwise apply to private companies. Section 107 of the JOBS Act provides that the Trust’s decision to not opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

Sponsor

Metaurus, a limited liability company formed in the State of Delaware on September 15, 2016, will serve as the Trust’s Sponsor, commodity pool operator and commodity trading advisor. The registration of Metaurus as a

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commodity pool operator with the CFTC and its membership with National Futures Association (“NFA”) was approved on June 5, 2017. The Sponsor is exempt from registration as a commodity trading advisor with the CFTC under CFTC Rule 4.14(a)(4), as the Sponsor is registered as a commodity pool operator, and the Sponsor’s commodity trading advice is directed solely to, and for the sole use of, the Funds, pools for which it is so registered. The address of Metaurus is 589 Fifth Avenue, Suite 808, New York, NY 10017. The main business telephone number of Metaurus is (212) 634-4250.

The Sponsor will be responsible for to make operational decisions necessary to maintain the proper number of investment positions to meet the investment objectives of the Funds, monitor the performance results of the Funds’ portfolios and reallocate assets within the portfolios with a view to causing the performance of each Fund’s portfolio to track that of its Underlying Index over each calendar year.

Administrator

SEI Investments Global Fund Services (“SEI” or the “Administrator”), a Pennsylvania corporation located at One Freedom Valley Drive, Oaks, PA 19456, will serve as the administrator of the Trust and the Funds. The Administrator is unaffiliated with the Sponsor. The Administrator is responsible for the day-to-day administration of the Trust and the Funds, which includes valuing all of the portfolio holdings of the Funds and calculating the NAV of the Funds. The Sponsor may remove the Administrator and appoint a successor administrator pursuant to the provisions set out in the Administration Agreement.

Clearing FCM

The Funds will use [                ] as its Clearing FCM. As such, [                ] will hold, on behalf of the Funds, positions in futures contracts and Treasury Securities and cash as futures margin. Treasuries Securities not held as futures margin will be held by the Custodian (defined below). The Funds may engage additional and/or other futures commission merchants in the future.

Custodian and Transfer Agent

The [●], will serve as registrar and transfer agent for the Funds as well as custodian (the “Custodian”) of that portion of the Funds’ assets not held by the Clearing FCM. As Custodian, [●] will: (1) make receipts and disbursements of money on behalf of the Funds; (2) collect and receive all income and other payments and distributions on account of the Funds’ portfolio investments; (3) respond to correspondence from Shareholders, brokers and others relating to its duties; and (4) make periodic reports to the Funds concerning the Funds’ operations.

Distributor

SEI Investments Distribution Co. (“SIDCO” or the “Distributor”), a wholly-owned subsidiary of SEI located at One Freedom Valley Drive, Oaks, PA 19456, will serve as the distributor of the Trust and the Funds. SIDCO is unaffiliated with the Sponsor. The duties of the Distributor will include (1) processing orders for the creation and redemption of Baskets; (2) coordinating with the Sponsor the receipt and delivery of the consideration transferred to, or by, the Funds in connection with each issuance and redemption of Baskets; and (3) assisting the Sponsor in marketing the Funds. The Sponsor may remove the Distributor and appoint a successor distributor pursuant to the provisions set out in the Distribution Agreement.

Trustee

Wilmington Trust, N.A., a national banking association, will serve as the trustee of the Trust. The Trustee will not be entitled to exercise any of the powers, or have any of the duties or responsibilities, of the Sponsor. The

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Trustee will be a trustee of the Trust for the sole and limited purpose of fulfilling the requirements of the Delaware Statutory Trust Act.

Advisory Committee

The Funds will maintain an advisory committee (the “Advisory Committee”) which, at the Sponsor’s discretion, will be consulted with on various matters concerning the operations of the Funds and any potential conflicts of interest involving the Funds. The Advisory Committee, upon request by the Sponsor, may make recommendations as to any changes in Fund policy. Although the Sponsor is not obligated to consult or follow specific recommendations, the Sponsor intends to consult the Advisory Committee to exercise best practices in the management of each Fund for the benefit of its Shareholders. The Advisory Committee will consist of two or more people including a majority of which are expected to be independent, non-affiliated persons of the Trust. Each Fund will pay the fees and expenses of the independent members of its Advisory Committee as well as certain other direct expenses of its Advisory Committee.

Break-Even Threshold

Assuming the purchase and sale prices for Shares of the Dividend Fund are equal to the value of the Solactive Dividend Index, the performance of the Solactive Dividend Index must be at least 0.00% or higher per year for the Dividend Fund to recover its expenses and for you to break-even on your investment in the Dividend Fund’s Shares.

Assuming the purchase and sale prices for Shares of the Ex-Dividend Fund are equal to the value of the Solactive Ex-Dividend Index, the performance of the Solactive Ex-Dividend Index must be at least 0.00% or higher per year for the Ex-Dividend Fund to recover its expenses and for you to break-even on your investment in the Ex-Dividend Fund’s Shares.

For more information, please see the section “Break-Even Analysis” beginning on page 50.

Investment Objective of the Funds

The Funds will employ a “passive management”—or indexing—investment approach designed to correspond to the performance of each Underlying Index, before fees and expenses.

The Dividend Fund

The Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive Dividend Index over each calendar year so as to provide Shareholders with returns designed to replicate the dividends on constituent companies of the S&P 500, without exposure to the underlying securities. The value of the Solactive Dividend Index and, therefore, the value of the Dividend Fund’s Shares, will be affected by the ordinary cash dividends that have been paid to date and general expectations in the market regarding the future levels of such dividends.

The Dividend Fund intends primarily to invest its assets in the component instruments of the Solactive Dividend Index, as well as in cash and/or cash equivalents. The component instruments of the Solactive Dividend Index consist of U.S. Treasury Securities (“Treasury Securities”) and long positions in annual futures contracts listed on the Chicago Mercantile Exchange (“CME”) that provide exposure to dividends paid on the S&P 500 constituent companies (“S&P 500 Dividend Futures Contracts”) pro rata for each year of the life of the Dividend Fund. As a result, in addition to the Treasury Securities, cash and/or cash equivalents, the Dividend Fund is initially expected to hold each of the annual S&P 500 Dividend Futures Contracts that are traded and

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expire during its ten-year term. Each year thereafter, until December 2027 when the Dividend Fund will terminate, the Dividend Fund will hold one less S&P 500 Dividend Futures Contract due to expiry of the prior year’s contract.

The Dividend Fund’s exposure to dividend payments made by S&P 500 constituent companies will be based exclusively on its investments in S&P 500 Dividend Futures Contracts. The value of the S&P 500 Dividend Futures Contracts, on which the value of the Dividend Fund will be based, will tend to increase if the actual dividends paid or expected to be paid by S&P 500 constituent companies in the periods tracked by the S&P 500 Dividend Futures Contracts increase. The value of the S&P 500 Dividend Futures Contracts will tend to decrease if the actual dividends paid or expected to be paid by S&P 500 constituent companies decrease in the periods tracked by the applicable S&P 500 Dividend Futures Contracts.

The Dividend Fund intends to make cash distributions to its Shareholders on a monthly basis that generally track, over a one year period, the actual dividends paid by S&P 500 constituent companies, as reflected in the change in the Dividend Points Index. There is expected to be a timing difference between the Dividend Fund’s distributions and the level of the Solactive Dividend Index. While the Dividend Fund will pay distributions to Shareholders monthly, the value of the annual S&P 500 Dividend Futures Contracts will not decline to reflect the actual payment of dividends until the next annual expiration date of such contracts. As a result of the fact that the Solactive Dividend Index tracks the S&P 500 Dividend Futures Contracts, the values of which do not decline to reflect the payment of accrued dividends paid by S&P 500 constituent companies until maturity of the contract, whereas the Dividend Fund pays out accrued dividends monthly, the market price and the NAV of the Dividend Fund is expected to be lower than the level of the Solactive Dividend Index during the months between the periods between the Dividend Fund’s initial cash distribution during any year and the expiry of the current S&P 500 Dividend Futures Contract at year end. The Funds will use cash on hand and short-term borrowings to make such payments. The Dividend Points Index adjusts daily to reflect dividends that have already been paid up to that date. The payment of such dividends will also be reflected in the price of the S&P 500 Dividend Futures Contracts, and, therefore, the performance of the Solactive Dividend Index on a daily basis, but such S&P 500 Dividend Futures Contracts will not settle until the next futures expiry day. Please see “INVESTMENT OBJECTIVES AND STRATEGIES OF THE FUNDS” on page 32 for more information.

The Ex-Dividend Fund

The Ex-Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive Ex-Dividend Index so as to provide Shareholders with returns that are equivalent to the performance of 0.5 shares of SPY less the value of current and future expected ordinary cash dividends to be paid on the S&P 500 constituent companies over the term of the Ex-Dividend Fund. SPY is an ETF that seeks to track the S&P 500. The value of such current dividends is represented by the Solactive Dividend Index. The Solactive Dividend Index aims to represent the discounted present value of all listed annual S&P 500 Dividend Futures Contracts out to and including the December 2027 S&P 500 Dividend Futures Contracts expiry.

In seeking to track the Solactive Ex-Dividend Index, the Ex-Dividend Fund intends to replicate the returns of SPY through owning long positions in quarterly S&P 500 Index futures contracts traded on the CME (“S&P 500 Index Futures Contracts”) rather than shares of SPY. Additionally, the Ex-Dividend Fund intends to track the performance of the Solactive Ex-Dividend Index by selling annual S&P 500 Dividend Futures Contracts out to the maturity date of the Ex-Dividend Fund. The Ex-Dividend Fund will also hold Treasury Securities, cash and/or cash equivalents. The Ex-Dividend Fund does not intend to hold shares of SPY or any other ETF (other than a money market fund ETF).

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Other Investments of the Funds and Leverage

In certain instances, a Fund may invest in futures contracts with alternative maturities if, in the judgment of the Sponsor, investing in such instruments would be in the best interest of the Fund (e.g., due to liquidity, arbitrage pricings or similar market factors).

The Funds will not employ leverage to implement their investment strategies. For these purposes, leverage means the use of loans, borrowings and extensions of credit from third parties for the purchase of investments. The Funds may, however, enter into short-term loans and reverse repurchase agreements for liquidity purposes, including to fund distributions with respect to the Dividend Fund. Although the Funds will not employ the type of investment leverage described above, they will hold investment instruments that are described as having embedded leverage. For example, the futures contracts that the Funds will invest in could be described as having embedded leverage, because the notional amount of the contracts will exceed the cash or assets required to establish or maintain such futures contract positions. Such embedded leverage is expected to be fully defeased by a Fund through its investments in Treasury Securities.

Terms of the Funds

Each Fund expects to terminate on or about December  31, 2027, unless terminated earlier or extended under certain limited circumstances.

Summary of Risks You Should Consider Before Investing in the Fund

The Shares are speculative securities and investing in them involves considerable risk. Read this entire prospectus carefully and consider “Risk Factors” beginning on page 13 before investing.

• The Funds have no operating history. Therefore, you do not have any performance history to serve as a factor for evaluating an investment in the Shares.

• In seeking investment results that track the performance of the Underlying Indexes, the Funds will be exposed to the risks of commodity futures prices, which can be volatile and unpredictable and subject to rapid and substantial changes.

• You could lose all or substantially all of your investment in a Fund.

• Due to market conditions, the Shares may trade at market prices lower than the Funds’ NAV per Share or than the value of a Fund’s Underlying Index. The Shares of the Dividend Fund are expected to trade at such lower market prices as compared to the value of the Solactive Dividend Index due to the fact that the value of the S&P 500 Dividend Futures Contracts included in the Solactive Dividend Index will not decline to reflect the actual payment of dividends paid by the S&P 500 constituent companies until year-end whereas the Dividend Fund expects to pay monthly distributions. These factors can affect your returns.

• As a Shareholder, you will not have the same statutory rights normally associated with ownership in certain other investment vehicles. For example, you will not have the right to select the Trustee, vote on certain matters relating to the Funds or take other actions normally associated with ownership of Shares.

• The past performance of an Underlying Index or its underlying components is not indicative of the future performance of that Underlying Indexes or the Shares.

• Each Fund may not be able to replicate the return of its respective Underlying Index.

• There are U.S. federal income tax risks associated with the purchase, ownership and disposition of the Shares.

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Use of Proceeds

Proceeds received by the Funds from the issuance and sale of Baskets will consist of: (i) futures contracts, Treasury Securities and other financial instruments designed to track such Fund’s Underlying Index (“Deposit Instruments”), together with the deposit of a specified cash payment (“Cash Component”) in the case of a creation through an EFRP transaction, which is designed to achieve an in-kind creation process, as described below; or (ii) cash, in the case of a cash creation. The Cash Component is the difference between the NAV attributable to a Basket and the aggregate market value of the Deposit Instruments exchanged for the Basket. In the case of a cash creation, the Funds intend to use the cash to purchase Deposit Instruments. The Deposit Instruments and cash received from an in-kind creation will be posted with the Custodian or the Clearing FCM, as necessary. The Deposit Instruments will be held by the Funds in their accounts with the Custodian or with the Clearing FCM until they are liquidated to pay any expenses and liabilities of the Funds.

Who May Subscribe

Baskets may be created and redeemed only by an Authorized Participant that must:

(i) be a registered broker-dealer;

(ii) be a registered futures commission merchant and/or clear through a registered futures commission merchant;

(iii) be a DTC Participant and a member of the NSCC;

(iv) have entered into an Authorized Participant Agreement with the Trust; and

(v) be in a position to transfer the required Deposit Instruments and/or the Cash Component to, and take delivery from the Funds.

An Authorized Participant Agreement sets out the procedures for the creation and redemption of Baskets and for the delivery of Deposit Instruments and/or the Cash Component for such creations or redemptions. Holders of the Shares or their brokers that are not Authorized Participants may redeem their Shares only through an Authorized Participant.

Charges

Organizational and Initial Offering Expenses

The Sponsor will pay all necessary and reasonable expenses and liabilities incurred in connection with the organization of the Funds and proposed initial public offering of the Shares.

Management Fee

The Dividend Fund will pay the Sponsor a Management Fee equal to 0.58% per year of the Dividend Fund’s average daily NAV, calculated and payable monthly, subject to a minimum monthly fee of $0.01 per Share. This minimum monthly fee is expected to apply when the Dividend Fund’s average daily NAV for such month is less than $20.69 per Share.

The Ex-Dividend Fund will pay the Sponsor a Management Fee equal to 0.29% per year of the Ex-Dividend Fund’s average daily NAV, calculated and payable monthly.

Administration Fee

Each Fund will pay the Administrator, SEI, an annual fee based on the Fund’s average daily NAV for administration of the Fund and certain other business and shareholder services, subject to a minimum of $75,000

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per year. Such fee will decrease for a Fund if the NAV of the Fund exceeds $500 million. The Funds will also reimburse SEI for certain out of pocket fees and expenses. Such fees and expenses are currently estimated at approximately 0.005% of the average daily NAV of each Fund per year, although it is impossible to predict exactly the amount of out of pocket fees and expenses payable by a Fund to the Administrator. The administration fee is in addition to the management fee.

Creation and Redemption Basket Fees

In connection with the creation and redemption of Baskets, Authorized Participants will pay the Funds a transaction fee per Basket equal to $500.00. From this transaction fee, the Funds will pay any transaction costs and fees associated with the purchase or sale of any futures contracts acquired for or sold by the Funds. In addition, to the extent that cash is delivered or received in lieu of any of the Deposit Instruments upon the creation or redemption of Shares by an Authorized Participant, such Authorized Participants will pay an additional variable charge up to 2% of the value of the cash that is delivered or received in lieu of any of the Deposit Instruments to a Fund to pay for any additional transaction costs and fees and price changes associated with the purchase or disposition of any of the Deposit Instruments. The transaction fees are expected to cover the fees charged by NFA and compensation to the Clearing FCM, and may be subject to change from time to time. In connection with the initial launch of the Funds, the Sponsor may pay creation fees on behalf of Authorized Participants. There is no guarantee that the Sponsor will elect to do so. Under the terms of the relevant Authorized Participant Agreement, Authorized Participants creating or redeeming Baskets will also be obligated to pay any taxes, governmental charges or stock transfer or similar fees in connection with such creation or redemption.

Trading, Reporting and Transaction Fees

Each Fund will pay (or will reimburse the Clearing FCM if previously paid) any other transaction costs and fees associated with trading of the Fund’s instruments (including floor brokerage, exchange, clearing, give-up, user and NFA fees) that are not related to the creation and redemption of Baskets. Such costs and fees are currently estimated at approximately 0.03% of the NAV of each Fund per year, although it is impossible to predict exactly the amount of transaction costs and fees payable by a Fund.

Custody and Transfer Agency Services Fees

Each Fund will pay [●] fees and expenses for custody and transfer agency services. Each Fund will also pay the Clearing FCM fees and expenses for custody services. Such fees are currently estimated at approximately 0.01% of a Fund’s NAV per year.

Other Fees and Operating Expenses

Each Fund will pay its periodic professional expenses, including, but not limited to the fees of the Trustee, continuous offering expenses, printing and mailing costs, legal, audit, tax, accounting, performance, administrative, filing, reporting and data processing fees and expenses and other operating expenses. These fees and expenses in the aggregate for each Fund are estimated at $150,000 per year. For each Fund, the Sponsor has agreed to pay any professional expenses of each Fund in excess of $150,000 in each of 2018 and 2019. The Funds will be responsible for any extraordinary expenses and liabilities.

Each Fund will also pay Advisory Committee fees and expenses, including annual fees of the independent members of the Advisory Committee. Each Fund will also pay its allocable portion of the premiums for director and officer insurance coverage (which includes coverage of Advisory Committee members) and errors and omissions insurance coverage (together, “Advisory Committee and Officer Expenses”). The Sponsor will also be allocated a portion of such premiums.

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The Funds will also pay the Distributor certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Funds. Such estimated out-of-pocket costs, transaction fees and asset-based fees are expected to be less than 0.001% of a Fund’s NAV per year.

In the event that the Funds are required to pay any such expenses and liabilities, the Funds may be required to liquidate assets, which would reduce the NAV of the Shares and could result in adverse tax consequences to Shareholders. The Sponsor is not responsible for any depreciation or loss incurred by reason of the liquidation of Fund property made in compliance with the Trust Agreement (as defined herein).

Net Asset Value

The NAV per Share for a Fund will be determined by dividing the NAV of the Fund by the number of outstanding Shares. The NAVs of the Funds will be determined as soon as practicable after the close of regular trading of the Shares on the NYSE Arca (normally 4:00 P.M. ET) on each Business Day. Each Fund’s NAV on a Business Day is obtained by subtracting accrued expenses and other liabilities borne by such Fund, if any, from the total value of the assets held by the Fund, in each case, as of the time of calculation. The Administrator will be responsible for making these determinations.

Clearance and Settlement

The Shares will be issued only in book-entry form. Transactions in Shares will clear through the facilities of the Depository Trust Company (“DTC”). You may hold your Shares directly or indirectly through DTC Participants.

Distributions

The Dividend Fund expects to pay distributions to its Shareholders monthly based on the actual dividends accrued in the Dividend Points Index during the preceding month, less an amount necessary to fund such distributions. Such distributions are expected to, on an annual basis, before fees and expenses, equal all or a substantial portion of the Dividend Fund’s NAV attributable to the ordinary cash dividends accumulated by the Dividend Points Index for the year (as reflected in the current year’s S&P 500 Dividend Futures Contracts held by the Dividend Fund). Assuming short-term interest rates remain at current levels, the Sponsor expects the monthly distributions paid by the Dividend Fund to equal at least 99 percent of the actual dividend levels recorded by the Dividend Points Index, before fees and expenses. The NAV of the Dividend Fund (and correspondingly, its market trading price) is expected to be lower than the level of the Solactive Dividend Index during the course of each year due to the fact that the Dividend Fund expects to pay monthly distributions to Shareholders that correspond to the actual dividend amounts that have been paid in the preceding month by the S&P 500 constituent companies. By contrast, the Solactive Dividend Index accrues all dividends reflected in the Dividend Points Index until year-end. Investors, however, should take into account the cumulative cash distributions received by Shareholders during such year when evaluating the returns of the Dividend Fund and when assessing the tracking of the Dividend Fund’s shares to the Solactive Dividend Index. Such distributions may consist of ordinary income, capital gains and/or return of capital. The Dividend Fund’s capital gain dividends, if any, for a calendar year may include any net unrealized appreciation in its futures contracts that expire in future calendar years. The Dividend Fund also reserves the right to declare additional special distributions in its sole discretion.

The Ex-Dividend Fund does not anticipate making any periodic distributions and is under no obligation to make any periodic distributions to you.

Voting Rights

Except in limited circumstances, you will not have voting rights with respect to your Shares.

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Termination Events

A Fund may be dissolved by the Sponsor for any reason with notice to the Shareholders. The Sponsor intends to dissolve each Fund on or about December 31, 2027, after which the Fund will be orderly liquidated or extended for limited circumstances.

Limitation on Liability

[It is anticipated that the amended and restated declaration of trust between the Sponsor and the Trustee (the “Trust Agreement”), the Administration Agreement, the Custody TA Agreement, the Futures Account Agreement and the Distribution Agreement (each, as defined herein) will include customary indemnification provisions with respect to each of the Sponsor and the Trustee, the Administrator and the Distributor and their respective managers or directors, employees, affiliates and/or subsidiaries, the material terms of which will be disclosed in this prospectus once the Trust Agreement, the Administration Agreement and the Distribution Agreement are finalized.

To the extent that the Funds are required to indemnify the Sponsor, the Trustee, the Administrator, the Custodian, the Clearing FCM and/or the Distributor, the Funds may have to sell assets in order to cover losses suffered or liabilities incurred by the Trustee, the Sponsor, the Administrator, the Custodian, the Clearing FCM and the Distributor, as applicable, which would reduce the NAV of the Shares and may result in adverse tax consequences to Shareholders. Any loss by Shareholders will be limited to the amount invested in the Shares.]

Certain U.S. Federal Income Tax Consequences

As discussed under “Certain U.S. Federal Income Tax Consequences” herein, each Fund will be classified as a separate partnership for U.S. federal income tax purposes, and not as an association taxable as a corporation for U.S. federal income tax purposes. Accordingly, neither Fund will incur U.S. federal income tax liability at the entity level. Instead, you generally will be required to take into account your allocable share of a Fund’s items of income, gain, loss, deduction, expense and credit in computing your U.S. federal income tax liability. Please see “Risk Factors—Risk Factors Relating to Taxes” and “Certain U.S. Federal Income Tax Consequences” for information on the potential U.S. federal income tax consequences of the purchase, ownership and disposition of the Shares.

Principal Offices; Location of Records; Fiscal Year

The principal office of the Trust is located at c/o Metaurus Advisors LLC, 589 Fifth Avenue, Suite 808, New York, NY 10017. The main business telephone number of the Trust is (212) 634-4250, and the website of the Trust is www.metaurus.com. The principal office of the Trustee is located at 1100 N. Market Street, Wilmington, DE 19890.

The books and records of the Funds will be maintained as follows: all marketing materials will be maintained at the offices of SEI, One Freedom Valley Drive, Oaks, Pennsylvania 19456. Basket creation and redemption books and records, certain financial books and records (including accounting records, ledgers with respect to assets, liabilities, capital, income and expenses, the registrar, transfer journals and related details) and certain trading and related documents received from registered futures commission merchants and broker-dealers and banks will be maintained by [●].

All other books and records of the Funds (including minute books and other general corporate records, trading records and related reports) will be maintained at the Trust’s principal office, c/o Metaurus Advisors LLC, 589 Fifth Avenue, Suite 808, New York, NY 10017.

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Trust books and records located at the foregoing addresses, are available for inspection and copying (upon payment of reasonable reproduction costs) by Fund shareholders or their representatives for any purposes reasonably related to such shareholder’s interest as a beneficial owner during regular business hours. The Sponsor will maintain and preserve the Trust’s books and records for a period of not less than six years.

The fiscal year of each Fund ends on December 31 of each year.

Forward-Looking Statements

This Prospectus contains forward-looking statements that are subject to risks and uncertainties. Investors can identify these forward-looking statements by the use of expressions such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “project,” “should,” “estimate” or any negative or other variations on such expression. These forward-looking statements are based on information currently available to the Sponsor and are subject to a number of risks, uncertainties and other factors, both known, such as those listed in “Risk Factors” in this Summary, described in “Risk Factors” and elsewhere in this Prospectus, and unknown, that could cause the actual results, performance, prospects or opportunities of the Funds to differ materially from those expressed in, or implied by, these forward-looking statements. Except as expressly required by federal securities laws, the Trust assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on any forward-looking statements.

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RISK FACTORS

The Shares are speculative and involve a high degree of risk. You could lose all or a substantial portion of your investment in the Shares. The Funds may not achieve their investment objectives and an investment in a Fund is not by itself a complete or balanced investment program. Before making an investment decision, you should carefully consider the risks described below, as well as the other information included in this prospectus, as well as information found in documents incorporated by reference into this prospectus.

Principal Risks of the Funds

These risk factors may be amended, supplemented or superseded by risk factors contained in any prospectus supplement, post-effective amendment or other prospectus filing filed with the Securities and Exchange Commission (“SEC”) in the future.

Risk Factors Relating to the Funds

New Funds, New Strategies and New Futures Contract Risk.

NEITHER THIS POOL OPERATOR (TRADING MANAGER, IF APPLICABLE) NOR ANY OF ITS TRADING PRINCIPALS HAS PREVIOUSLY OPERATED ANY OTHER POOLS OR TRADED ANY OTHER ACCOUNTS.

As new funds, there can be no assurance that the Funds will grow to or maintain an economically viable size, in which case the Funds could ultimately be forced to liquidate prior to their scheduled maturity date in December 2027. In addition, each Fund is based on a novel investment strategy that has not been tested in the market. No assurance can be given that the strategy will be successful. The success of each Fund is dependent upon its ability to purchase or sell S&P 500 Dividend Futures Contracts. In the event that the S&P 500 Dividend Futures Contracts were to cease trading, a Fund may be required to liquidate prior to its scheduled termination date in December 2027.

You may lose your entire investment in a Fund.

No assurance can be given that the returns of a Fund will adequately compensate you for the risk of investing in the Fund. You should not commit money to a Fund unless you have the resources to sustain the loss of your entire investment in a Fund. Although the amount of any losses to holders in the Dividend Fund will be mitigated by the distributions made by the Fund, Shareholders in such Fund still may lose their entire investments.

The Sponsor is newly formed.

The Sponsor is newly formed, and has not previously managed an investment vehicle. As a result, investors do not have a track record from which to assess the Sponsor, and the Sponsor may not achieve the intended results in managing the Funds.

Deregistration of Metaurus as a commodity pool operator could adversely impact the Funds.

Metaurus is registered with the CFTC as a commodity pool operator. If the CFTC were to terminate, suspend or revoke Metaurus’s registration as a commodity pool operator, for example, Metaurus would withdraw as the Trust’s Sponsor and the Funds’ operations would be disrupted. If Metaurus ceases to be Sponsor of the Trust, then pursuant to the terms of the Trust Agreement, Metaurus would no longer be responsible for paying any of the ordinary expenses and liabilities that it has agreed to pay with respect to the Funds. If the new sponsor does not agree to pay such expenses and liabilities, in such case, the Funds would be required to liquidate their assets in order to pay such expenses. This would reduce the NAV of the Shares and could result in adverse tax consequences to you.

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The Trust expects to qualify as an emerging growth company subject to reduced public company reporting requirements.

The Trust expects to qualify as an “emerging growth company” as defined in the JOBS Act. The Trust has elected to make use of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, which election is irrevocable. For so long as the Trust remains an emerging growth company, it will be subject to reduced public company reporting requirements. Among other things, emerging growth companies are exempt from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, are exempt from certain “say on pay” provisions of the Dodd-Frank Act, and are subject to reduced disclosure requirements relating to executive compensation and audited financial statements. The Trust may take advantage of the exemptions and scaled requirements applicable to emerging growth companies.

Investors may be adversely affected by redemption or creation orders that are subject to postponement, suspension or rejection under certain circumstances.

The Sponsor may, in its discretion, suspend the right of creation or redemption of Shares or may postpone the purchase or redemption settlement date of Shares. In addition, a Fund will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of the Authorized Participant’s redemption proceeds if the NAV of a Fund declines during the period of delay. The Funds disclaim any liability for any loss or damage that may result from any such suspension or postponement. Suspension of creation and/or redemption privileges may also adversely impact how the Shares are traded and arbitraged on the secondary market, which could cause them to trade at levels materially different (premiums and discounts) from the fair value of their underlying holdings. Suspensions may also affect the willingness of firms to act as Authorized Participants of the Funds, which could affect the Funds’ ability to trade.

Authorized Participants may withdraw from participation in creating and redeeming Shares.

The liquidity of the Shares may also be affected by the withdrawal from participation of Authorized Participants in creating and redeeming Shares, which could adversely affect the market price of the Shares. In the event that one or more Authorized Participants which have substantial interests in the Shares withdraw from participation, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares and result in investors incurring a loss on their investment.

Unanticipated operational or trading problems may arise.

The mechanisms and procedures governing the in-kind creation and redemption of the Shares through EFRPs have been developed specifically for the Funds and are new and untested. Consequently, there may be unanticipated problems or issues with respect to the mechanics that could have a material adverse effect on an investment in the Shares.

Claims to intellectual property rights could result in expenses or damages payable by the Funds.

Competing claims over ownership of and rights to relevant intellectual property could adversely affect the Funds or an investment in the Shares. While the Sponsor believes that it has all of the intellectual property rights necessary to operate the Funds in the manner described in this prospectus, third parties may allege or assert ownership of and rights to intellectual property that may be related to the design, structure and/or operation of the Funds or the Underling Indexes. To the extent any claims of such ownership are brought or any proceedings are instituted to assert such claims, the negotiation, litigation or settlement of such claims, the issuance of any restraining orders or injunctions, or the ultimate disposition of such claims in a court of law may adversely affect the Funds and the value of the Shares, resulting in expenses or damages payable by the Funds or the suspension

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of activities or termination of the Funds. Invalidation of intellectual property rights of the Sponsor may allow other sponsors to copy the structure of the Funds, which may adversely affect liquidity of the Funds and economics of scale that can result from increases in size of the Funds and which generally benefit Shareholders. Such claims and proceedings can also distract and divert management and key personnel from other tasks important to the success of the Funds’ businesses.

Intellectual property litigation or claims could force the Sponsor to do one or more of the following:

• cease operations or change the design and/or structure of a Fund or of an Underlying Index, in either case, to the extent such Fund or Underlying Index incorporates the asserted intellectual property, which would adversely affect such Fund’s NAV and the value of the Shares;

• pay substantial damages for past use of the asserted intellectual property;

• obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all; and/or

• in the case of trademark claims, redesign or rename a Fund or renegotiate a licensing agreement relating to one or more of the Underlying Indexes to avoid infringing on the intellectual property rights of third parties, which may not be possible and could be costly and time-consuming even if it is possible.

An adverse determination in an intellectual property suit or proceeding or a Fund’s failure to license essential technology could harm the Fund’s financial condition and the value of your Shares could decline.

Market prices of futures contracts can be extremely volatile.

It is possible that futures contracts, such as S&P 500 Index Futures Contracts and S&P 500 Dividend Futures Contracts, will experience a high degree of price volatility and are subject to occasional rapid and substantial changes. If this were to occur, the NAV of the Shares could change substantially and in a rapid and unpredictable manner. This would expose your investment in Shares to potential losses if you wanted to sell your Shares at a time when the value of futures contracts held by a Fund or the market price of the Shares were lower than when you made your investment. These fluctuations can affect your investment regardless of the length of time you intend to hold your Shares. You could lose all or substantially all of your investment in a Fund.

Generally, the Trust’s transactions in futures are expected to be executed through EFRP transactions or block or other transactions that are not executed through the applicable exchange’s central order book. That may expose the Funds to price risk.

The market price and NAV of the Shares may differ.

The NAV per Share will change as fluctuations occur in the market value of the instruments held in a Fund’s portfolio. Investors should be aware that the public trading price of the Shares may differ from the NAV of the Shares (i.e., Shares may trade at a premium over, or a discount to, their NAV). Consequently, an Authorized Participant may be able to create or redeem Shares in a Basket at a discount or premium to the public trading price per Share. This price difference may be due, in large part, to the fact that supply and demand forces at work in the trading market for Shares are closely related, but not identical to, the same forces influencing the prices of the Deposit Instruments. You should note that the size of a Fund in terms of total assets is expected to change over the term of the Fund and from time-to-time as Baskets are created and redeemed. In addition, the size of an investment in the Dividend Fund will diminish steadily over its life, as a result of the monthly distributions paid by the Dividend Fund, a portion or all of which will constitute return of principal.

Lack of active trading in the Shares may result in losses.

The lack of an active trading market for the Shares may result in losses on your investment at the time of disposition of your Shares. Although the Sponsor will apply for the Shares to be listed and traded on the NYSE

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Arca, no guarantee can be given that an active trading market for the Shares will develop or be maintained. If you need to sell your Shares at a time when no active market for them exists, the price you receive for your Shares, assuming that you are able to sell them, will likely be lower than that which you would receive if an active market existed.

An NYSE Arca trading halt or delisting may make it impossible to sell your Shares.

The NYSE Arca may halt or suspend trading in the Shares or elect to de-list the Shares which would adversely impact your ability to sell your Shares. Trading in Shares may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in Shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline. No assurance can be given that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain unchanged. A Fund will likely be terminated if its Shares are delisted.

Speculative position and trading limits may reduce profitability.

The CFTC, the CME and/or other U.S. futures exchanges have established “speculative position limits” on the maximum net long or net short position which any person or group of persons may hold or control in particular futures, options on futures contracts and swaps that perform a significant price discovery function. Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a single trading day. The single month position limit for the (i) annual S&P 500 Dividend Futures Contracts is 28,000 net futures equivalent contracts prior to the spot-month effective date, and (ii) quarterly S&P 500 dividend futures contracts is 7,000 net futures equivalent contracts prior to the spot-moth effective date. The all month limit for S&P 500 Index futures contracts is 60,000 net futures equivalent contracts. The Sponsor believes that established speculative position and trading limits will not materially adversely affect trading for the Funds. The trading instructions of the Sponsor, however, may have to be modified, and positions held by the Funds may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Funds by increasing transaction costs to liquidate positions and limiting potential profits on the liquidated positions. Further, in order to comply with such limits, it may be necessary for the Funds to stop issuing Baskets of Shares or to redeem existing Baskets of Shares.

In December 2016, the CFTC re-proposed new rules regarding speculative position limits, replacing a prior proposal from November 2013. These rules, if adopted in substantially the same form, will impose position limits on certain futures and option contracts and physical commodity swaps that are “economically equivalent” to such contracts. If enacted, these rules could require the Sponsor to liquidate positions of the Funds to comply with the limits.

Your ownership rights as a Shareholder are limited.

As a Shareholder, you will not have the rights normally associated with ownership of other types of shares, such as shares issued by a corporation. By acquiring Shares, you are not acquiring the right to select a trustee, to vote on certain matters regarding a Fund, or to take other actions normally associated with the ownership of shares. You will have to rely on the fiduciary duty and judgment of the Sponsor and Trustee in connection with the management of the Funds. You will have only limited statutory rights.

Furthermore, as a Shareholder, you will not have the right to receive, or have any direct rights in, the instruments of a Fund, except with respect to the redemption of one or more Baskets by an Authorized Participant if effected on your behalf and rights to receive distributions on the Shares, including expected monthly distributions (for a portion of the term) of the Dividend Fund. You have no right to redeem your Shares.

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No independent experts will represent the Shareholders of the Funds.

The Sponsor has consulted with counsel, accountants and other experts regarding the formation and operation of the Funds. No counsel has been appointed to represent you in connection with the offering of the Shares. Accordingly, you should consult your own legal, tax and financial advisors regarding the desirability of an investment in Shares.

Indemnification obligations of the Funds may result in losses.

It is anticipated that the Trust Agreement will include customary indemnification provisions with respect to each of the Sponsor and the Trustee and their respective managers or directors, employees, affiliates and/or subsidiaries, the material terms of which will be disclosed in this prospectus once the Trust Agreement is finalized. The Funds will also have indemnification obligations pursuant to certain service provider agreements including the Administration Agreement, the Custody TA Agreement and the Distribution Agreement. The value of the Shares will be adversely affected if a Fund is required to indemnify the Trustee, the Sponsor, the Administrator and the Distributor. In such an event, such Fund would be required to liquidate assets in order to pay such expenses, which would reduce the NAV of the Shares and could result in adverse tax consequences to you.

Shareholders will not have any protections provided by the Investment Company Act or the Investment Advisers Act of 1940 (the “Investment Advisers Act”).

You will not have the protections provided to investment companies registered with the SEC under the Investment Company Act. Neither Fund is a mutual fund or other type of “investment company” within the meaning of the Investment Company Act, nor is it subject to regulation under that Act. In addition, Metaurus, which is responsible for managing the Funds, is not, and is not expected to become, registered with the SEC as an investment adviser under the Investment Advisers Act. Therefore, you do not have the protections provided by those statutes.

Authorized Participants may not engage in creation or redemption transactions with a Fund.

Only an Authorized Participant may engage in creation or redemption transactions directly with a Fund. Each Fund has a limited number of financial institutions that may act as Authorized Participants. To the extent they cannot or are otherwise unwilling to engage in creation and redemption transactions with a Fund and no other Authorized Participant steps in, Shares of the Funds may trade like closed-end fund Shares at a significant discount to NAV and may face delisting from the NYSE Arca. Because the Funds are new funds that are part of a new fund family, the Funds may have more difficulty than an established fund or fund family in securing Authorized Participants and obtaining Shareholders to spread the costs associated with operating the Funds.

Borrowing by a Fund may affect its Share price.

The Funds do not intend to employ leverage to implement their investment strategies. However, if a Fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off.

A counterparty might default on payment obligations to a Fund.

The Funds are subject to the risk that a counterparty to a financial instrument may default on its payment obligation to a Fund. Such a default may cause the value of an investment in a Fund to decrease.

Exchange for related position transactions may expose a Fund to counterparty risk.

Each Fund expects to create and redeem Shares on an in-kind basis. In connection with these creations and redemptions, the Funds would enter into transactions with Authorized Participants where Baskets of Shares of

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the Fund are exchanged for corresponding futures contracts, together with Treasury Securities and cash, as part of the creation and redemption process. These EFRP transactions may expose a Fund to counterparty risk during the interim period between the exchange of the Shares and the receipt for the corresponding futures contracts, Treasury Securities and cash. Generally, the counterparty risk from the EFRP transaction will exist only for a short period of time on the day of execution until the following business day.

There is no guarantee that a Fund will achieve a high degree of correlation to its Underlying Index and therefore achieve its investment objective.

Market disruptions and regulatory restrictions could have an adverse effect on a Fund’s ability to adjust its exposure to the required levels in order to track an Underlying Index. Errors in index data, index computations and/or the construction of an Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the provider of the Underlying Index for a period of time or at all, which may have an adverse impact on the Fund and its Shareholders. Further, there is a risk that Solactive could cease to make the index available for use by such Fund, which likely would require the Fund to change the index it tracks.

The futures contracts or other instruments in which the Funds invest may become less liquid.

Investments that are less liquid or that trade less can be more difficult or more costly to buy, or to sell, compared to other more liquid or active investments. This liquidity risk is a factor of the trading volume of a particular investment, as well as the size and liquidity of the market for such an investment. The large size of the positions which a Fund may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that a Fund will typically invest in financial instruments that are components of one index. A lack of liquidity could have a negative effect on a Fund’s ability to achieve its investment objective and may result in losses to its Shareholders. Because the Dividend Fund and the Ex-Dividend Fund invest in opposite sides of the S&P 500 Dividend Futures Contracts and either Fund may, at any point in time, represent a significant amount of the open interest in S&P 500 Dividend Futures Contracts, large redemptions out of one of the Funds may adversely affect the liquidity or market price of the futures contracts held or sold by the other Fund and therefore may affect the Shareholders of the other Fund.

Your investment in a Fund may lose value due to general market decline.

If there is a general decline in the securities and other markets, your investment in a Fund may lose value, regardless of the individual futures contracts and other instruments in which a Fund invests. Market risk is the risk that the markets on which a Fund’s investments or reference assets trade will increase or decrease in value. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. In addition, there is a risk that policy changes by the U.S. government, Federal Reserve System (the “Federal Reserve”), or other government actors, which could include increasing or decreasing interest rates or taxation of Shares or of the instruments in which the Funds invest, could cause increased volatility in financial markets and could lead to higher levels of redemptions, which could have a negative impact on the Funds.

Risk of investing in a passively managed pooled investment vehicle.

The Funds are passively managed and therefore may not liquidate their positions in a financial instrument due to current or projected underperformance of such instrument.

Shareholders may pay more than NAV when purchasing Shares, and receive less than NAV when selling Shares.

Although it is expected that the market price of the Shares of a Fund will approximate the Fund’s NAV, there may be times when the market price of the Shares is more than the NAV intra-day (premium) or less than the

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NAV intra-day (discount). This risk is heightened in times of market volatility or periods of steep market declines.

Investors buying or selling Shares in the secondary market will normally pay brokerage commissions.

Brokerage commissions paid for buying or selling Shares in the secondary market are often a fixed amount and may be a significant proportional cost for investors buying or selling relatively small amounts of Shares. Secondary market trading in Shares may be halted by the NYSE Arca because of market conditions or other reasons. If a trading halt occurs, a shareholder may temporarily be unable to purchase or sell Shares of a Fund. In addition, although the Shares will be listed on the NYSE Arca and trade over-the-counter, there can be no assurance that an active trading market for the Shares will develop or be maintained.

A Fund’s performance may experience tracking error.

Tracking error is the divergence of a Fund’s performance from that of its Underlying Index. Tracking error may occur due to differences between the financial instruments held in a Fund’s portfolio and those included in an Underlying Index. For example, investors in the Ex-Dividend Fund may experience tracking error because a portion of the Solactive Ex-Dividend Index tracks the performance of SPY, an ETF that tracks the S&P 500, whereas the Ex-Dividend Fund invests in S&P 500 Index Futures Contracts (and does not invest in SPY or an instrument tracking SPY). Tracking error may occur, among other reasons, if: (i) SPY does not track the S&P 500 as accurately (e.g., due to advisory fees) as the S&P 500 Index Futures Contracts; (ii) the S&P 500 Index Futures Contracts accrue a different amount of dividend equivalent payments than the Ex-Dividend Fund is required to pay under the short S&P 500 Dividend Futures Contracts; or (iii) the price levels for SPY and of the S&P 500 Index Futures Contracts vary for reasons other than index tracking error (e.g., SPY trades at a premium to the S&P 500 and the S&P 500 Index Futures Contracts trade at a discount to the S&P 500). Based on historical trading patterns for different instruments that track the S&P 500, tracking error with respect to the Ex-Dividend Fund (taking into account both the exposure to SPY and the short exposure to the S&P 500 Dividend Futures Contracts) is expected to be less than five percent during any one year period.

Tracking error may also occur for other reasons, such as differences in the timing of the accrual and payment of distributions, tax gains or losses, changes to the Underlying Index or the costs of complying with various new or existing regulatory requirements. Investors in the Dividend Fund, for example, will experience tracking error during the course of a calendar year because the Dividend Fund intends to make monthly payouts to investors designed to track actual monthly dividend accruals embedded in the S&P 500 Dividend Futures Contracts while the Solactive Dividend Index will not reflect these prior payments until year end. However, the amount of this difference is expected to be directly proportional to the cumulative dividends that have been paid by the Dividend Fund since the prior dividend futures expiry date. Upon expiration of the S&P 500 Dividend Futures Contract for the current year, the Solactive Dividend Index will adjust down by the full value of the current year’s dividends, and the Solactive Dividend Index can be expected to converge with the Dividend Fund’s NAV at that time. Because of this timing difference, the Dividend Fund can be expected to trade at a discount to the Solactive Dividend Index during this interim period each year of the Dividend Fund’s term. Investors purchasing Shares of the Dividend Fund at the beginning of a calendar year are less likely to experience tracking error than those purchasing interests in the Dividend Fund in the last months of the year. Index tracking risks may be heightened during times of increased market volatility or other unusual market conditions. Tracking error may also result because a Fund incurs fees and expenses or makes borrowings, while an Underlying Index does not. Tracking error may negatively affect a Fund’s performance compared to the performance of its Underlying Index.

The characteristics of Treasury Securities may change.

Treasury Securities may differ from other securities in terms of their interest rates, maturities, times of issuance and other characteristics, and may provide relatively lower returns than those of other securities. Similar to other

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issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of the Funds’ Treasury Securities to decline. As a result, the value of Treasury Securities held by the Funds may not always be available to offset the Funds’ obligations under corresponding futures contracts holdings.

Reverse repurchase agreements may cause a Fund to lose money.

A Fund may enter into reverse repurchase agreements involving the Treasury Securities held by the Fund. Reverse repurchase agreements involve the risk that the other party to the agreement may fail to return the securities in a timely manner; or at all. A Fund could lose money if it is unable to recover the Treasury Securities subject to a reverse repurchase agreement and the value of the collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value of such Treasury Securities. These events could also trigger adverse tax consequences to a Fund.

A Fund’s NAV may change rapidly in value.

A Fund may have investments that appreciate or decrease significantly in value over short periods of time. This may cause a Fund’s NAV per share to experience significant increases or declines in value over short periods of time.

As term funds, the Funds are subject to certain risks.

Because the Funds have a designated maturity date, you may lose an investment opportunity that would be possible if you held the Deposit Instruments directly beyond the maturity date of a Fund. Moreover, new investors generally will elect not to invest in a Fund as it nears maturity and existing investors may elect to sell their Shares or redeem through an Authorized Participant. As a result, the size of each Fund is expected to decrease as it nears maturity and the impact of Fund expenses is expected to increase as a result.

Adverse changes in the value or level of the underlying asset or index of a futures contract can result in a loss to a Fund substantially greater than its investment in such derivative.

Adverse changes in the value or level of the referenced asset or index underlying futures contracts, which a Fund will not directly own, can result in a loss to the Fund that is substantially greater than the amount invested in the futures contract itself. In general, a futures contract typically involves embedded leverage, i.e., the futures contract provides exposure to potential gain or loss from a change in the level of the market price of the underlying security, currency, commodity or index in a notional amount that exceeds the amount of cash or assets required to establish or maintain the futures contract. The use of futures contracts also exposes the Funds to additional risks and transaction costs. These instruments have a wide range of potential risks and rewards. Futures contracts are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of S&P 500 Dividend Futures Contracts held by the Funds are: (a) increased volatility as a result of the futures being based on the Dividend Points Index and exposed to the market on which they trade; (b) the possible lack of a liquid secondary market for S&P 500 Dividend Futures Contracts and the resulting inability to close S&P 500 Dividend Futures Contracts when desired; (c) losses caused by unanticipated market movements; (d) trading restrictions or limitations may be imposed by the exchange on which the S&P 500 Dividend Futures Contracts are traded, and government regulations may restrict trading in futures contracts; (e) if the Funds have insufficient cash to meet margin requirements, the Funds may need to sell investments, including at disadvantageous times; (f) the values of the S&P 500 Dividend Futures Contracts may not correlate perfectly with the Dividend Points Index and/or the dividends paid by S&P 500 constituent companies; or (g) the Funds may incur losses due to posting of collateral against futures positions.

The amount of actual and expected dividend payments will vary over time.

The Dividend Points Index amount and the expected amount of such dividend payments reflected in the prices of the S&P 500 Dividend Futures Contracts held by the Funds generally are not constant and will vary from year to

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year and month to month. Companies and industries that have not historically paid dividends and companies and industries that have decreased their dividend payouts may commence paying dividends or raise their dividend payments. Changes in tax laws or other regulations may make payment of dividends by constituent companies of the S&P 500 and/or receipt of dividends by investors more or less favorable. These changes can happen without warning and the variation in the value of actual dividends and expected dividends from month to month can be significant. Further, as with other financial instruments based on future values, the expected dividend payments reflected in the prices of the Funds’ portfolio holdings may go up or down as a result of uncertainty of information, perceived differences in the value of the instruments over time, changes in supply and demand, and other factors. Each of these factors could have a negative impact on the performance of the Funds and cause the Funds’ returns to vary significantly from period to period.

If the actual dividends paid by S&P 500 constituent companies and the expected amount of future dividend payments reflected in the prices of the Ex-Dividend Fund’s short futures holdings increase, the value of an investment in the Dividend Fund should increase, but the value of the Ex-Dividend Fund is expected to decrease. The value of actual dividend payments made by S&P 500 constituent companies and the expected amount of such dividend payments reflected in the prices of the portfolio holdings of the two Funds may be higher or lower than expected for a variety of reasons, including an actual or potential improvement or decline in the health of the overall economy, higher or lower than expected corporate earnings levels, changes to corporate dividend payout policies, prevailing interest rates, taxation policy related to dividends, other political or regulatory developments and other factors. The value of expected dividend payments reflected in the prices of instruments purchased and sold by the Funds reflects only ordinary dividends, not extraordinary, special or non-cash dividends.

The value of the Funds may decrease due to changes in interest rates.

Interest rate risk refers to the fluctuations in value of a Treasury security resulting from the relationship between price and yield. An increase in general interest rates will tend to reduce the market value of already-issued Treasury Securities, and a decline in general interest rates will tend to increase their value. Treasury Securities with longer maturities are usually subject to greater fluctuations in value from interest rate changes than obligations having shorter maturities. For fixed rate debt securities, fluctuations in general interest rates do not affect the amount of interest income received. Fluctuations in the market valuations of Treasury Securities may, however, affect the value of the Funds’ assets. Risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows.

Principal Risks of the Dividend Fund

The Dividend Fund may suffer substantial losses and additional asset reductions as a result of distributions.

It is possible for the Dividend Fund to suffer substantial investment losses and simultaneously experience additional asset reductions as a result of its distributions to Shareholders. The Dividend Fund may borrow cash through the use of reverse repurchase agreements with respect to Treasury Securities or a revolving credit facility with a bank or other lender to pay the Dividend Fund’s monthly distributions. To the extent the Dividend Fund’s assets decrease significantly, it may be difficult or impossible to manage the Dividend Fund, resulting in an early liquidation of the Dividend Fund.

The amount of actual dividend payments made by S&P 500 constituent companies may vary from the distribution amounts the Dividend Fund will pay.

The Dividend Fund intends to make distributions to Shareholders that, on an annual basis, before fees and expenses, equal all or a substantial portion of the Dividend Fund’s NAV attributable to the ordinary cash dividends accumulated by the Dividend Points Index for the year (as reflected in the current year’s S&P 500 Dividend Futures Contracts held by the Dividend Fund). The amount of actual dividend payments made by S&P 500 constituent companies may, however, vary from the amount the Dividend Fund will pay, including if the value of the short-term Treasury Securities held by the Dividend Fund decreases due to a rise in short-term interest rates or other reasons or due to fees and expenses associated with such distributions.

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The value of the Dividend Fund may decrease due to decreases in actual or expected dividend payments.

The value of an investment in the Dividend Fund is expected to decrease, and your investment may lose money, if the expected or actual dividend payments reflected in the prices of the Dividend Fund’s portfolio holdings decreases. The value of actual dividend payments made by S&P 500 constituent companies and the expected amount of such dividend payments reflected in the prices of the Dividend Fund’s portfolio holdings may be lower than expected for a variety of reasons, including an actual or potential decline in the health of the overall economy, lower corporate earnings levels, changes to corporate dividend payout policies, prevailing interest rates, taxation policy related to dividends, other political or regulatory developments and other factors. In addition, the value of expected dividend payments reflected in the prices of instruments held by the Dividend Fund reflects only ordinary dividends, not special dividends. Therefore, the value of your investment in the Dividend Fund is not expected to increase in response to the issuance of any special dividends paid by S&P 500 constituent companies. The monthly dividends paid by the Dividend Fund may be less than the payment under the S&P 500 Dividend Futures Contracts at year end due to the costs incurred by the Dividend Fund to make such monthly payments before the cash amount has been received.

Inflation may decrease the value of the Dividend Fund’s distributions.

When inflation increases, there is a risk that the value of assets or income from investments, including the value of the Dividend Fund’s distributions, will be less in the future as the value of money decreases. As inflation increases, the value of the Dividend Fund’s assets can decline as can the value of the Dividend Fund’s future distributions.

Principal Risks of the Ex-Dividend Fund

The Ex-Dividend Fund will not invest in shares of SPY.

The Solactive Ex-Dividend Index is designed to track shares of SPY less the present value of dividends out to the Ex-Dividend Fund’s maturity. However, the Ex-Dividend Fund will not invest in shares of SPY, but, instead, seeks to track SPY’s market exposure by investing in S&P 500 Index Futures Contracts. The S&P 500 Index Futures Contracts may not correlate precisely with shares of SPY. There can be no guarantee, therefore, that such investments by the Ex-Dividend Fund will accurately track shares of SPY specifically or, as a result, the Solactive Ex-Dividend Index generally. See the risk factor titled “A Fund’s performance may experience tracking error.” above.

The Ex-Dividend Fund may be exposed to certain risks associated with selling instruments short.

The Ex-Dividend Fund intends to seek inverse or “short” exposure to the S&P 500 Dividend Futures Contracts or other derivative contracts that provide similar exposure, which may cause the Ex-Dividend Fund to be exposed to certain risks associated with selling these instruments short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of assets underlying the short position, which may lower the Ex-Dividend Fund’s return, result in a loss or have the effect of limiting the Ex-Dividend Fund’s ability to obtain exposure through financial instruments.

Rolling S&P 500 Index Futures Contracts may have a potential negative impact.

The contractual obligations of a buyer or seller holding a futures contract to expiration may be satisfied by settling in cash as designated in the contract specifications. Alternatively, futures contracts may be closed out prior to expiration by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of settlement. Once this date is reached, the futures contract “expires.” As the S&P 500 Index Futures Contracts held by the Ex-Dividend Fund near expiration, they will generally be closed out and replaced by contracts with a later expiration. This process is referred to as “rolling.” The Ex-Dividend Fund does not intend to hold S&P 500 Index Futures Contracts through expiration, but instead intends to “roll” the respective futures contract positions throughout the life of the Ex-Dividend Fund.

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In general, most commodity pools are subject to substantial risks associated with rolling between successive futures contracts expirations. An investor will lose money by rolling a futures contract if the cost for the new contract is higher than the cost of the expiring contract. Conversely, an investor will profit from rolling a futures contract if the cost for the new contract is lower than the cost of the expiring contract. Although the Sponsor will endeavor to minimize negative effects of rolling futures contracts to the Ex-Dividend Fund’s portfolio, the Ex-Dividend Fund nevertheless may endure a cost to “roll” the contracts. However, unlike most other commodity futures contracts whose prices are driven most often by changes in supply and demand for the base commodity, widely-traded financial futures contracts such as the S&P 500 Index Futures Contracts generally trade based on mathematical arbitrage conditions. These arbitrage conditions serve to mitigate, and, at times, eliminate, “roll” risk.

Like other financial futures contracts, the S&P 500 Index Futures Contracts, in which the Ex-Dividend Fund invests, generally trade at or about a price that reflects the fair value of the referenced instruments. No assurance can be made, however, that that pattern will continue. Such futures contracts might not continue to trade at or about fair value if, for example, the liquidity of the broader U.S. stock market were to decline substantially or financial market participants no longer engage in arbitrage between the futures market and the securities market. Specifically, the S&P 500 Index Futures Contracts held by the Ex-Dividend Fund can be expected to trade at or near their futures “fair value” which is determined by both prevailing interest rates out to the next quarterly futures expiry (as reflected by short-term LIBOR rates) and the expected amount of dividends to be paid on the constituent companies of the S&P 500 until the next futures contract expiry. The expected amount of future dividends generally can be observed in the trading value of the matching quarterly S&P 500 Dividend Futures Contract.

The fair value of the next expiring S&P 500 Index Futures Contract is expected to be less than the current S&P 500 Index Futures Contract spot price if the dollar amount of expected dividends until the next futures expiry date is greater than the amount of interest that could be earned on the spot price during the same time period. Alternatively, the fair value of the next expiring S&P 500 Index Futures Contract is expected to be greater than the current S&P 500 Index Futures Contract spot price if the amount of interest that could be earned on the spot price during the period until the next futures expiry date is greater than the dollar amount of expected dividends during the same period.

If, and to the extent that, the futures “roll price” differs from its expected “fair value,” arbitrage conditions would exist. In general, the combined notional value for S&P 500 Index Futures Contracts and e-mini S&P 500 Index Futures Contracts rolling between futures expiry months is in the hundreds of billions of U.S. dollars, making it currently one of the most highly traded and liquid futures contracts.

Other Risks of Investing in the Funds

The following section provides additional information regarding certain additional risks of investing in the Funds.

Fees and expenses of the Funds may be substantial.

The NAV of the Shares will be reduced by fees and expenses of the Funds, which may be substantial. A Fund therefore must make substantial profits on its investments to avoid depletion or exhaustion of its assets from these fees and expenses.

The amount of a Fund’s expenses is subject to a variety of factors, including fluctuations in a Fund’s net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that a Fund’s net assets decrease due to market declines, redemptions or return of capital distributions, the Fund’s expenses will increase as a percentage of the Fund’s net assets. During periods of high market volatility, these increases in a Fund’s expense ratio could be significant.

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Although the compositions of the Underlying Indexes is intended to remain static, certain conditions may cause a change in the instruments that compose the Underlying Indexes. In this event, these changes could increase portfolio turnover, which may increase a Fund’s brokerage commission costs and negatively impact the Fund’s performance.

Additionally, active market trading of a Fund’s Shares on the NYSE Arca or in the over-the-counter market could cause more frequent creation and redemption activities which could increase the number of portfolio transactions. Frequent and active trading may lead to higher transaction costs to the Funds resulting from such transactions, particularly if a Fund elects to engage in partial or full cash creations and redemptions rather than in-kind creations and redemptions using EFRP transactions.

Regulatory changes could restrict the Funds’ operations and increase their operational costs.

Each Fund is subject to the risk that a change in U.S. law, including tax law, and related regulations may materially and adversely affect a Fund, impacting the way the Fund operates, increasing the particular costs of the Fund’s operations and/or changing the competitive landscape of the Fund.

For example, the regulatory environment for the S&P 500 Dividend Futures Contracts in which the Funds will invest is evolving, and substantial changes in the regulation or taxation of such instruments are likely to materially affect the ability of the Funds to pursue their investment strategies.

Conflicts of interest exist in the structure and operation of each Fund’s business.

Conflicts of interest exist in the structure and operation of each Fund’s business. These conflicts include:

• the Sponsor, the Funds’ and their principals and/or affiliates may trade for their own accounts or for clients and may take competing positions or positions opposite to or ahead of those taken for a Fund. Trading ahead of a Fund presents a conflict because the trade first executed may receive a more favorable price than the same trade later executed by the Fund; and

• other funds sponsored by the Sponsor in the future may compete with a Fund in entering into investments.

A further discussion of the Funds’ conflicts can be found under “Conflicts of Interest” on page 67.

Potential failure of the Funds’ futures commission merchant.

CEA Section 4d(a)(2) requires a registered futures commission merchant to segregate funds deposited in a customer’s commodity futures account. Consistent with CFTC regulations, the Clearing FCM will maintain futures contracts, cash and Treasury Securities, and other money market instruments, if any, in a Fund’s segregated account as customer funds on behalf of such Fund. At any time that the Clearing FCM or its principals or employees own 10% or more of the units of a Fund, the cash deposited will not be segregated as provided in Section 4d(a)(2) of the CEA and CFTC regulations because the Fund’s account will fall within the CFTC’s definition of a proprietary account, and the Fund may be subject to a risk of loss of its funds on deposit in the event of the Clearing FCM’s bankruptcy or insolvency. Further, if the Clearing FCM fails to properly segregate customer funds, a Fund may be subject to a risk of loss of its funds on deposit in the event of the Clearing FCM’s bankruptcy or insolvency. In addition, under certain circumstances, such as the inability of another customer of the Clearing FCM, or the Clearing FCM’s own inability to satisfy substantial deficiencies in such other customer’s account, a Fund may be subject to a risk of loss of its funds on deposit due to the bankruptcy of a fellow customer even if such funds are properly segregated. In the case of any such bankruptcy or customer loss, the Fund might recover only a pro rata portion of the property available for distribution to all of the Clearing FCM’s customers. If no property is available for distribution, a Fund would not recover any of its assets.

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The Sponsor, the Funds and their service providers and their respective operations are potentially vulnerable to cyber-security attacks or incidents.

Like other business enterprises, the use of the internet and other electronic media and technology exposes the Sponsor, the Funds and their service providers, and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber events”). Cyber events may include, for example, unauthorized access to systems, networks or devices, infection from computer viruses or other malicious software code, mishandling or misuse of information and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber events, unintentional cyber events can occur. Unintentional cyber events may include, for example, the inadvertent release of confidential information, the mishandling or misuse of information and/or technological limitations or hardware failures (in the markets or otherwise) that constrain a Fund’s ability to gather, process and communicate information efficiently and securely, without interruption.

Any cyber event could adversely affect a Fund’s business, financial condition or results of operations and cause the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties or legal claims, reputational damage and additional costs associated with corrective measures. A cyber-security breach could also jeopardize a Shareholder’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the Sponsor’s, the Trustee’s, the Calculation Agent’s or a service provider’s computer systems. A cyber event may cause a Fund or its service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate a Fund’s NAV, or allow investors to transact business) and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support a Fund or its service providers.

The nature of malicious cyber-attacks is becoming increasingly sophisticated and neither the Sponsor nor the Funds can control the cyber systems and cyber-security systems or other third-party service providers.

Tax Risk Factors

Tax Risk

A Fund’s investments in derivative instruments, such as S&P 500 Dividend Futures Contracts, will generally not generate income eligible to be treated as qualified dividend income and therefore not be eligible for reduced rates of taxation when received by individual Shareholders or be eligible for the dividends-received deduction when received by corporate Shareholders. Distributions are subject to recharacterization for tax purposes. The Funds can make certain investments, the treatment of which for these purposes is unclear. If, in any year, a Fund were to fail to qualify for tax treatment as a partnership, and was ineligible to or did not to cure such failure, the Fund may become taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce a Fund’s net assets.

The federal income tax treatment of a derivative may not be as favorable as a direct investment in an underlying asset. Derivatives may produce taxable income and taxable realized gain. Derivatives may adversely affect the timing, character and amount of income a Fund realizes from its investments. As a result, a larger portion of a Fund’s distributions may be treated as ordinary income rather than as capital gains. In addition, certain derivatives, including futures contracts traded on U.S. exchanges, are subject to mark-to-market or straddle provisions of the Internal Revenue Code of 1986, as amended (the “Code”). If such provisions are applicable, there could be an increase (or decrease) in the amount of taxable dividends paid by a Fund.

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Each Fund will annually supply each Shareholder certain tax information, including U.S. Schedule K-1, detailing the Shareholder’s share of the Fund’s income, deduction, gains and losses for the previous year. In preparing this tax information, a Fund may take various tax, accounting and reporting positions with which the Internal Revenue Service at later date may disagree. Investors should consult their tax advisors regarding their tax reporting obligations.

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FUND ORGANIZATIONAL DIAGRAM

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FORWARD-LOOKING STATEMENTS

This prospectus includes statements that relate to future events or future performance. In some cases, you can identify these forward-looking statements by words such as “may,” “should,” “expect,” “anticipate,” “intend,” “predict,” “potential” or the negative of these terms or other comparable phrases. All statements, other than statements of historical fact, included in this prospectus that address activities, events or developments that may occur in the future, including matters such as changes in commodity prices and market conditions (for the Funds’ Shares), the Funds’ operations, the Sponsor’s plans and references to the Funds’ future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus, including under “Risk Factors,” general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies and other world economic and political developments. Consequently, the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Funds’ operations or the value of the Shares. Moreover, none of the Sponsor, the Trustee, or any other person assumes responsibility for the accuracy or completeness of any forward-looking statements. None of the Funds, the Trustee or the Sponsor is under a duty to update any forward-looking statements to conform the statements to actual results or to a change in the expectations or predictions of these persons.

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USE OF PROCEEDS

Proceeds received by the Funds from the issuance and sale of Baskets will consist of Deposit Instruments, together with the deposit of the Cash Component, in the case of an in-kind creation, as described below, or cash, in the case of a cash creation. The Cash Component is the difference between the NAV attributable to a Basket and the aggregate market value of the Deposit Instruments exchanged for the Basket. The cash amount announced by a Fund at the beginning of each day is a Fund’s estimate of the actual cash amount. In the case of a cash creation, the Funds intend to use the cash to purchase Deposit Instruments. All or substantially all of the futures contracts received or purchased by a Fund and a portion of the cash received by a Fund from the issuance of Baskets will be deposited in the Fund’s commodity trading accounts at the Clearing FCM. A majority of the Treasury Securities and all other cash will generally be held by the Custodian, directly or through sub-custodians, broker-dealers or banks, for the benefit of a Fund. It is anticipated that a portion of a Fund’s cash and Treasury Securities will also be held the Clearing FCM. Cash will be used for trading in futures contracts and Treasury Securities as well as specified other instruments consistent with the Funds’ strategy and the composition of the Underlying Indexes.

Consistent with CFTC regulations, the Clearing FCM will maintain futures contracts, cash and Treasury Securities, and other money market instruments, if any, in a Fund’s segregated account as customer funds on behalf of such Fund. Each Fund’s segregated funds will be used by the Clearing FCM to meet its daily margin requirements related to the Fund’s investments in futures contracts. The daily margin requirements of the Clearing FCM may include variation margin paid to, or received from, the clearinghouse. The funds paid to, or received from, the clearinghouse will be withdrawn from, or deposited in, respectively, the customer segregated account at the Clearing FCM on behalf of the applicable Fund. The segregated funds will be held by the Clearing FCM and the Custodian for the benefit of a Fund, and the Fund will withdraw such funds only in connection with the redemption of Baskets, distributions, in the case of the Dividend Fund, or other liquidation of investments. Please see “Risk Factors—Potential failure of the Funds’ futures commission merchant” for additional disclosure.

In the event that 10% or more of a Fund is owned by the Clearing FCM or its principals or employees, such Fund’s commodity futures accounts with the Clearing FCM will be carried as “proprietary accounts.” Such accounts do not receive the protections afforded by Section 4d(a)(2) of the CEA relating to the segregation of customer funds.

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PLAN OF DISTRIBUTION

Initial Purchaser

[●], as the Initial Purchaser of the Dividend Fund, on [●], has agreed to purchase, and on [●], took delivery of [●] Shares of the Dividend Fund, which comprise the initial Baskets of the Dividend Fund, at the purchase price of $[●] per Share ($[●] per Basket). During the continuous offering period, the Initial Purchaser proposes to offer these [●]Shares of the Dividend Fund, and the Initial Purchaser and the Authorized Participants may offer from time to time Shares of the Dividend Fund from any Basket they create, to the public. [●], as the Initial Purchaser of the Ex-Dividend Fund, on [●], has agreed to purchase, and on [●], took delivery of [●] Shares of the Ex-Dividend Fund, which comprise the initial Baskets of the Ex-Dividend Fund, at the purchase price of $[●] per Share ($[●] per Basket). During the continuous offering period, the Initial Purchaser proposes to offer these [●] Ex-Dividend Fund Shares, and the Initial Purchaser and the Authorized Participants may offer from time to time Shares of the Ex-Dividend Fund from any Basket they create, to the public. Shares offered to the public by the Initial Purchaser or the Authorized Participants may be offered at a per-Share offering price that varies depending on, among other factors, the trading price of the Shares on NYSE Arca, the NAV of the Shares and the supply of, and demand for, the Shares at the time of the offer. Shares initially comprising the same Basket but offered by the Initial Purchaser or Authorized Participants to the public at different times may have different offering prices. Neither the Initial Purchaser nor any Authorized Participant will receive from the Funds, the Sponsor or any of their affiliates, any underwriting fee or other compensation in connection with their purchase of the Shares or their sale of Shares to the public. The Initial Purchaser and any Authorized Participant may receive commissions from brokerage investors who purchase Shares through their brokerage accounts. Financial Advisors may receive fees from investors who purchase Shares through their managed and other fee-based accounts. The Initial Purchaser is a registered broker-dealer and will be acting as a statutory underwriter with respect to the initial Baskets of each Fund. The Initial Purchaser may act as an Authorized Participant with respect to the initial Baskets as well as future creation Baskets.

The Funds will not bear any expenses in connection with the offering or sales of the Shares composing the initial Baskets.

The Funds, however, may be required to indemnify the Initial Purchaser under certain circumstances, as described in the initial purchaser agreement.

The initial offering of Baskets to the Initial Purchaser is being made in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 2310. Accordingly, the Initial Purchaser will not make any sales to any account over which it has discretionary authority without the prior written approval of a purchaser of Shares. The excess, if any, of the price at which an Authorized Participant sells a Share over the price paid by that Authorized Participant in connection with the creation of the Share in a Basket may be deemed to be underwriting compensation. However, such underwriting compensation, together with any other underwriting compensation received in connection with the offering, if any, may not exceed 10% of the gross proceeds plus 0.5% for bona fide due diligence in accordance with FINRA Rule 2310.

There will be no established trading market for the Shares prior to the date of this prospectus. Any Authorized Participant may make a market in the Shares. However, no Authorized Participant is obligated to do so, and any of them may stop doing so at any time without notice. No assurance can be given as to the liquidity of the trading market for the Shares.

The Sponsor will apply for the Shares of the Dividend Fund to be listed on the NYSE Arca under the symbol “IDIV.” The Sponsor will apply for the Shares of the Ex-Dividend Fund to be listed on the NYSE Arca under the symbol “XDIV.”

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Continuous Offering Period

Once trading of the Shares commences on the NYSE Arca, each Fund will issue Shares in Baskets to, and redeem Baskets from, Authorized Participants continuously as of 4:00 p.m. Eastern Time on the Business Day immediately following the date on which a valid order to create or redeem the Baskets is received and accepted by the Distributor or another designee selected by the Sponsor at the NAV of 50,000 Shares of such Fund as determined on the Business Day. The Sponsor may suspend the continuous offering period of a Fund for any period of time if, among other reasons, such action is deemed necessary or advisable by the Sponsor, in its sole and absolute discretion.

Because new Shares can be created and issued on an ongoing basis, at any point during the life of a Fund, a “distribution”, as such term is used in the Securities Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory underwriters, and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, an Authorized Participant, other broker-dealer firm or its client may be deemed a statutory underwriter, and thus will be subject to the prospectus delivery and liability provisions of the Securities Act, if it purchases a Basket from a Fund, breaks the Basket down into the constituent Shares and sells the Shares to third parties; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its customers in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to categorization as an underwriter. It is expected that Authorized Participants will avail themselves of any relief that becomes available with respect to being deemed a statutory underwriter.

By executing an Authorized Participant Agreement, an Authorized Participant becomes part of the group of parties eligible to purchase Baskets from, and put Baskets for redemption to, the Funds. An Authorized Participant is under no obligation to create or redeem Baskets, and an Authorized Participant is under no obligation to offer to the public Shares of any Baskets it does create.

Authorized Participants that offer to the public Shares from the Baskets they purchase will do so at a per-Share offering price that will vary from the per Share price of the Baskets depending upon, among other factors, the trading price of the Shares on the NYSE Arca, the current NAV per Share and the supply and demand for the Shares at the time of the offer. The market price of the Shares therefore may differ from the NAV per Share of a Fund. In addition, Shares initially comprising the same Basket but offered by Authorized Participants to the public at different times may have different offering prices.

Dealers that are not “underwriters” (including Authorized Participants that are not acting as underwriters) but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the Securities Act.

The Sponsor intends that sales of Shares will be made through broker-dealers who are members of FINRA. The Sponsor will apply for the Shares to be listed for trading on the NYSE Arca and such listing would qualify the Shares for a preemption of state securities law registration requirements. Investors intending to create or redeem Baskets through Authorized Participants in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.

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INVESTMENT OBJECTIVES AND STRATEGIES OF THE FUNDS

Investment Objective of the Funds

The Funds will employ a “passive management”—or indexing—investment approach designed to correspond to the performance of each Underlying Index, before fees and expenses.

The Dividend Fund

The Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive Dividend Index over each calendar year so as to provide Shareholders with returns designed to replicate the dividends on constituent companies of the S&P 500, without exposure to the underlying securities. The value of the Solactive Dividend Index and, therefore, the value of the Dividend Fund’s Shares, will be affected by the ordinary cash dividends that have been paid to date and general expectations in the market regarding the future levels of such dividends.

The Dividend Fund intends primarily to invest its assets in the component instruments of the Solactive Dividend Index, as well as in cash and/or cash equivalents. Cash equivalents are short-term instruments with maturities of less than three months and shall include the following: (i) certificates of deposit issued against funds deposited in a bank or savings and loan association; (ii) bankers’ acceptances, which are short-term credit instruments used to finance commercial transactions; (iii) repurchase agreements and reverse repurchase agreements; (iv) bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest; (v) commercial paper, which are short-term unsecured promissory notes; (vi) Treasury Securities; and (vii) money market funds including ETFs. The component instruments of the Solactive Dividend Index consist of Treasury Securities and long positions in S&P 500 Dividend Futures Contracts pro rata for each year of the life of the Dividend Fund. As a result, in addition to the Treasury Securities, cash and/or cash equivalents, the Dividend Fund is initially expected to hold each of the annual S&P 500 Dividend Futures Contracts that are traded and expire during its ten-year term. Each year thereafter, until December 2027 when the Dividend Fund will terminate, the Dividend Fund will hold one less S&P 500 Dividend Futures Contract due to expiry of the prior year’s contract.

The Sponsor will manage the Dividend Fund utilizing a replication strategy. A replication strategy is an indexing strategy that involves investing in securities and other financial instruments of an index in approximately the same proportions as the index. In certain instances, however, the Dividend Fund may invest in quarterly S&P 500 Dividend Futures Contracts, which are not included in the Solactive Dividend Index, rather than annual S&P 500 Dividend Futures Contracts if, in the judgment of the Sponsor, utilizing such alternative maturity instruments would be in the best interest of the Dividend Fund (e.g., due to liquidity, pricing or similar market factors).

The Dividend Fund’s exposure to dividend payments made by S&P 500 constituent companies will be based exclusively on its investments in S&P 500 Dividend Futures Contracts. The value of the S&P 500 Dividend Futures Contracts, on which the value of the Dividend Fund will be based, will tend to increase if the actual dividends paid or expected to be paid by S&P 500 constituent companies in the periods tracked by the S&P 500 Dividend Futures Contracts increase. The value of the S&P 500 Dividend Futures Contracts will tend to decrease if the actual dividends paid or expected to be paid by S&P 500 constituent companies decrease in the periods tracked by the applicable S&P 500 Dividend Futures Contracts. Actual dividends paid by S&P 500 constituent companies are measured in the current year by the Dividend Points Index.

Although the Solactive Dividend Index and the NAV of the Dividend Fund are expected to increase as the price of S&P 500 Dividend Futures Contracts increase, the Dividend Fund will also hold Treasury Securities that correspond to the Treasury Securities used in the calculation of the Solactive Dividend Index. In general, it is expected that a rise in interest rates with respect to the Treasury Securities used to compute the value of the Solactive Dividend Index and held by the Dividend Fund will cause the value of the Treasury Securities, and, therefore, the value of the Solactive Dividend Index and the NAV of the Dividend Fund to decline.

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Within the index year, the value of the actual dividends paid daily during the year is captured each day by the Dividend Points Index. However, the S&P 500 Dividend Futures Contracts for such year are not settled until expiry on the third Friday in December. The payment of such dividends will also be reflected in the price of the S&P 500 Dividend Futures Contracts, and, therefore, the performance of the Solactive Dividend Index on a daily basis, but such S&P 500 Dividend Futures Contracts will not settle until the next futures expiry day.

The Dividend Fund, unlike the Solactive Dividend Index, intends to make cash distributions on a monthly basis that generally track, over a one year period, the actual dividends paid by S&P 500 constituent companies (as reflected in the change in the Dividend Points Index). This results in a timing difference between the Dividend Fund’s distributions and the level of the Solactive Dividend Index.

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Correspondingly, it can be expected that after monthly distributions have been made by the Dividend Fund, the NAV of the Dividend Fund will be below, or lag, the Solactive Dividend Index until the next expiration date of the annual S&P 500 Dividend Futures Contracts. The amount of this difference, or lag, can be expected to be greater throughout a given calendar year as more monthly distributions are paid by the Dividend Fund. At the expiration date of any annual S&P 500 Dividend Futures Contract, the value of the Solactive Dividend Index will decline to reflect the total dividends that have been paid by the constituent companies of the S&P 500 during the entire contract year (as calculated by Standard & Poor’s) and reflected in the Dividend Points Index. At such time, the value of the Solactive Dividend Index can be expected to converge with the NAV of the Dividend Fund. As a result of the fact that the Solactive Dividend Index tracks the S&P 500 Dividend Futures Contracts, which do not reflect the payment of accrued dividends paid by S&P 500 constituent companies until maturity of the contracts, whereas the Dividend Fund pays monthly distributions, the market price and the NAV of the Dividend Fund is expected to be lower than the level of the Solactive Dividend Index during the months between the periods between the Dividend Fund’s initial cash distribution during any year and the expiry of the current S&P 500 Dividend Futures Contract at year end.

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HISTORICAL VALUE OF S&P 500 INDEX AND S&P 500 DIVIDEND POINTS INDEX*

Year*	S&P Dividend Points Index*		S&P 500 Index*
2007		28.31		1484.46
2008		27.71		887.88
2009		22.81		1102.47
2010		22.69		1242.87
2011		26.22		1219.66
2012		31.59		1430.15
2013		34.52		1818.32
2014		39.44		2070.65
2015		43.23		2005.55
2016		45.35		2258.07

* Year ending on futures expiry date on the third calendar Friday of each December

The Dividend Fund does not track the S&P 500. The Dividend Fund’s performance will not be based on appreciation or depreciation of the stocks of S&P 500 constituent companies. The S&P 500, which establishes the constituent companies on which the Dividend Points Index is based, is currently made up primarily of large-capitalization companies that represent a broad spectrum of the U.S. economy and a substantial part of the U.S. stock market’s total capitalization. There is no guarantee that the composition of the S&P 500 will not change.

The Dividend Fund is expected to benefit investors who are looking for a steady stream of payments similar to a fixed-term, cash annuity that is benchmarked to actual ordinary cash dividends paid by S&P 500 constituent companies. The Dividend Fund may also benefit investors who believe that ordinary cash dividend levels for S&P 500 constituent companies will exceed current market expectations. The dollar amount of dividends paid by S&P 500 constituent companies has increased approximately 75% over the 10 years ending December 2016, based on information published by Standard and Poor’s. However, no assurance can be given that such appreciation will continue or that such appreciation can be realized through an investment in the Dividend Fund.

Term of Dividend Fund; Distributions. The Dividend Fund is a term fund that will terminate in December 2027. The Dividend Fund will make monthly distributions to Shareholders on a continuous basis, similar to a fixed-term annuity, that should cause substantially all of the Dividend Fund’s assets to be distributed by the end of 2027, when the Fund’s term ends and the Fund is liquidated. The distributions are designed to track the dividends paid by constituent companies in the S&P 500 during the Fund’s life, as measured by the Dividend Points Index.

The Dividend Fund expects to pay monthly cash distributions to its Shareholders throughout each calendar year. Such distributions shall, on an annual basis, before fees and expenses, equal all or a substantial portion of the Dividend Fund’s NAV attributable to the ordinary cash dividends accumulated by the Dividend Points Index for the year (as reflected in the current year’s S&P 500 Dividend Futures Contracts held by the Dividend Fund). The Dividend Fund does not pay a fixed payment of dividends any month or throughout the year. In addition, the amount of the periodic distributions is expected to be less than the total amount reflected in the Dividend Points Index for the particular monthly or annual periods, as described below. The Sponsor is responsible for making determinations relating to distributions. The Dividend Fund may change its distribution policy and will provide notice to Shareholders in advance of any change in distribution policy. Any loss in value of the Dividend Fund’s net assets resulting solely from distributions paid will be reflected in the Dividend Fund’s NAV, but is not expected to reduce future distributions paid by the Dividend Fund.

Because cash distributions are paid monthly to Shareholders and the annual S&P 500 Dividend Futures Contracts do not expire until December of each year, the Sponsor must account for such cash flow timing mismatch. The Sponsor will generally sell a ratable portion of the Dividend Fund’s short-term Treasury Securities to fund monthly distributions to Shareholders and to pay expenses of the Dividend Fund. If the value of the short-term Treasury Securities held by the Dividend Fund decreases due to a rise in short-term interest rates or other

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reasons, the amount of cash available to pay monthly distributions to Shareholders in the current month would likewise decrease, and the monthly cash distribution can be expected to decrease proportionally. As a result of these factors and any fees and expenses of the Dividend Fund, it is anticipated that the cumulative distributions paid by the Dividend Fund during the year may be less than 100% of actual dividends paid by the constituent companies of the S&P 500, but, assuming short-term interest rates remain at current levels, the Sponsor expects, before fees and expenses, the aggregate monthly distributions paid by the Dividend Fund to equal at least 99 percent of the actual dividend levels recorded by the Dividend Points Index. The NAV of the Dividend Fund (and correspondingly its market trading price) is expected to be lower than the level of the Solactive Dividend Index during the course of each year due to the fact that the Dividend Fund expects to pay monthly distributions to Shareholders that correspond to the actual dividend amounts that have been paid in the preceding month by the S&P 500 constituent companies. By contrast, the Solactive Dividend Index accrues all dividends reflected in the Dividend Points Index until year-end. Investors, however, should take into account the cumulative cash distributions received by Shareholders during such year when evaluating the returns of the Dividend Fund and when assessing the tracking of the Dividend Fund’s Shares to the Solactive Dividend Index.

The Dividend Fund’s distributions will be returns of capital for tax purposes, generally not taxable when received, but such distributions would decrease (but not below zero) the Shareholder’s basis in Shares of the Dividend Fund, and therefore, may increase the shareholder’s tax liability for capital gains upon sale of shares.

The NAV of the Dividend Fund is expected to decline year-over-year even if all of the futures contracts and Treasury Securities held by the Dividend Fund increase in value, and the aggregate amount of assets of the Dividend Fund is expected to decline over many or all time periods even if additional investments are made into the Dividend Fund. This is because the Dividend Fund’s policy of making monthly distributions may require it to make return of capital distributions absent income from gains on the S&P 500 Dividend Futures Contracts. Gains will be available to offset future losses on, and corresponding reductions in value of, such S&P 500 Dividend Futures Contracts. The Dividend Fund expects to reinvest gains in the Dividend Fund. Due to the monthly distributions to Shareholders, however, it is expected that substantially all assets of the Dividend Fund will be fully distributed to the Dividend Fund’s Shareholders by the end of the Dividend Fund’s term in December 2027.

Certain Investment Policies. The Dividend Fund may borrow cash through the use of reverse repurchase agreements with respect to Treasury Securities or a revolving credit facility with a bank or other lender to pay the Dividend Fund’s monthly distributions. Reverse repurchase agreements involve the sale of securities held by the Dividend Fund with an agreement to repurchase the securities at an agreed-upon price, date and interest payment. Promptly after expiration of any S&P 500 Dividend Futures Contract held by the Dividend Fund, the Dividend Fund intends to close out most reverse repurchase agreements, if any, and repay any revolving credit facility at that time.

The Ex-Dividend Fund

The Ex-Dividend Fund seeks investment results that, before fees and expenses, correspond to the performance of the Solactive Ex-Dividend Index so as to provide Shareholders with returns that are equivalent to the performance of 0.5 shares of SPY less the value of current and future expected ordinary cash dividends to be paid on the S&P 500 constituent companies over the term of the Ex-Dividend Fund. SPY is an ETF that seeks to track the S&P 500. The value of such current dividends is represented by the Solactive Dividend Index. The Solactive Dividend Index aims to represent the discounted present value of all listed annual S&P 500 Dividend Futures Contracts out to and including the December 2027 S&P 500 Dividend Futures Contracts expiry.

In seeking to track the Solactive Ex-Dividend Index, the Ex-Dividend Fund intends to replicate the returns of SPY through owning long positions in S&P 500 Index Futures Contracts rather than shares of SPY. Additionally, the Ex-Dividend Fund intends to track the performance of the Solactive Ex-Dividend Index by selling annual S&P 500 Dividend Futures Contracts out to the maturity date of the Ex-Dividend Fund. The Ex-Dividend Fund will also hold Treasury Securities, cash and/or cash equivalents. The Ex-Dividend Fund does not intend to hold shares of SPY or any other ETF (other than a money market fund ETF).

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In certain instances, however, the Ex-Dividend Fund may invest in (i) annual, rather than quarterly, S&P 500 Index futures contracts, (ii) quarterly, rather than annual, S&P 500 Dividend Futures Contracts and (iii) E-mini S&P 500 Futures, in each case, if, in the judgment of Metaurus, utilizing such instruments would be in the best interest of the Ex-Dividend Fund (e.g., due to liquidity, pricing or similar market factors).

As the futures contracts held by the Ex-Dividend Fund near expiration, they are generally closed out and replaced by contracts with a later expiration. This process is referred to as “rolling.” The Ex-Dividend Fund does not intend to hold futures contracts through expiration, but instead it intends to “roll” its respective positions. Like other financial futures contracts, the S&P 500 Index Futures Contracts and the S&P 500 Dividend Futures Contracts, in which the Funds invest, generally trade at or about a price that reflects the fair value of the referenced instruments. No assurance can be made, however, that such pattern will continue. Such futures contracts might not continue to trade at or about fair value if, for example, the liquidity of the broader U.S. stock market were to decline substantially or financial market participants no longer engage in arbitrage between the futures market and the securities market. The presence of contango, which exists when the price of a futures contract is higher than the current spot price of the referenced commodity, in certain futures contracts at the time of rolling would be expected to adversely affect the Ex-Dividend Fund’s long positions, and positively affect the Ex-Dividend Fund’s short positions. Similarly, the presence of backwardation, which exists when the price of a futures contract is lower than the current spot price of the referenced commodity, in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Ex-Dividend Fund’s short positions and positively affect the Ex-Dividend Fund’s long positions. Please see “Risk Factors—Rolling S&P 500 Index Futures Contracts may have a potential negative impact.”

The expected ordinary cash dividends of the constituent companies of the S&P 500 are reflected in the fair value of the long S&P 500 Index Futures Contracts in which the Ex-Dividend Fund invests. Such expected amounts may differ from the actual ordinary dividend amounts paid by S&P 500 constituent companies. In addition, while the actual dividends paid by S&P 500 constituent companies will be factored into the price of the futures contracts, the Ex-Dividend Fund will not receive an actual dividend payment as a result of its ownership of S&P 500 Index Futures Contracts. Further, investors in the Ex-Dividend Fund are not entitled to receive the value of any such ordinary cash dividends because the value of the dividend stream received by the Ex-Dividend Fund through the price of the S&P 500 Index Futures Contracts is paid out by the Ex-Dividend Fund to its counterparty (i.e., the futures clearinghouse) on the S&P 500 Dividend Futures Contracts in which the Ex-Dividend Fund invests at expiry of the S&P 500 Dividend Futures Contracts. The Ex-Dividend Fund expects to hedge its obligation to pay out such amounts to its counterparties through investment in long S&P 500 Index Futures Contracts. There is no guarantee that the Ex-Dividend Fund will be able to effectively hedge its obligations under the short S&P 500 Dividend Futures Contracts. In 2027, after the expiration of the final S&P 500 Index Futures Contracts held by the Ex-Dividend Fund and expiration of the S&P 500 Dividend Futures Contracts, the Ex-Dividend Fund will hold only cash, Treasury Securities, and/or cash equivalents. At this time, the Ex-Dividend Fund will pay any remaining accrued but unpaid liabilities, fees and expenses and then distribute all of its remaining cash to Shareholders and liquidate.

The Ex-Dividend Fund does not try to “beat” the Solactive Ex-Dividend Index and does not seek temporary defensive positions when markets decline or appear overvalued. The Sponsor seeks for the Ex-Dividend Fund to have a tracking error relative to the performance of the Solactive Ex-Dividend Index of less than five percent during a one year period.

Term of Ex-Dividend Fund; Distributions. The Ex-Dividend Fund is a term fund that will terminate in December 2027. The Ex-Dividend Fund does not anticipate making any periodic distributions and is under no obligation to make any periodic distributions to you.

Certain Investment Policies. The Ex-Dividend Fund may enter into reverse repurchase agreements. Reverse repurchase agreements involve the sale of securities held by the Ex-Dividend Fund with an agreement to repurchase the securities at an agreed-upon price, date and interest payment.

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DESCRIPTION OF THE SOLACTIVE DIVIDEND INDEX

The following is a summary of the Solactive Dividend Index.

The Solactive Dividend Index is owned, maintained, calculated and distributed by Solactive.

The Solactive Dividend Index aims to represent the discounted present value of all listed S&P 500 Dividend Futures Contracts out to and including the December 2027 S&P 500 Dividend Futures Contract. To accomplish this, each S&P 500 Dividend Futures Contract market price will be discounted by using the computed yield of a specified Treasury Security with a similar or prior maturity date as the corresponding S&P 500 Dividend Futures Contract expiry. After annual expiry of an S&P 500 Dividend Futures Contract, such futures contract and its corresponding Treasury Security will be removed from the Solactive Dividend Index during the annual rebalancing of the Solactive Dividend Index.

The value of the Solactive Dividend Index is affected by the ordinary cash dividends that have been paid to date by constituent companies in the S&P 500 in the applicable period and the expectations of investors regarding the dividends to be paid by constituent companies in the S&P 500. The S&P 500 Dividend Futures Contracts use the Dividend Points Index to track the cumulative amount of ordinary dividends paid by constituent companies in the S&P 500 in the current yearly period. The Dividend Points Index resets to zero on the third Friday of each December contemporaneously with the expiration of the applicable S&P 500 Dividend Futures Contract. The Solactive Dividend Index is a price-only index.

The initial value of the Solactive Dividend Index was $24.77 based on the close of trading on the start date, December 30, 2016. The Solactive Dividend Index is published in USD via the price marketing services of Boerse Stuttgart AG based on the prices of the components (“Index Components”) on the applicable listing exchanges posted by quotation services or otherwise as determined by Solactive.

The Solactive Dividend Index is widely disseminated every 15 seconds on each Business Day by major market data vendors during the NYSE Arca’s Core Trading Session, or otherwise as determined by Solactive. Each vendor decides on an individual basis as to whether such vendor will distribute/display the Solactive Dividend Index via its information systems. The most recent prices of all Index Components are used. Should there be no current price posted on the applicable price source, such as Reuters, Solactive will use the most recent price shown for such investment on Reuters for the preceding trading day in making the calculation.

In the event that pricing information is not available, in the judgment of Solactive, the Solactive Dividend Index will not be distributed.

The Solactive Dividend Index does not weigh the values of its Index Components.

The Solactive Dividend Index is intended to be a static index in that the composition of the Solactive Dividend Index should not be expected to change after the Solactive Dividend Index has been originally constituted. A committee composed of staff from Solactive is responsible for decisions regarding the composition of the Solactive Dividend Index as well as any amendments to the index calculation methodology.

Members of the committee can recommend changes to the index calculation methodology for calculating the Solactive Dividend Index and submit them to the committee for approval.

All or a portion of the methodologies and algorithms used to calculate the Solactive Dividend Index are covered by one or more pending U.S. patents. The Sponsor developed the algorithm on which the Solactive Dividend Index is based and licensed it to Solactive. Solactive is not affiliated with the Sponsor and is solely responsible for calculating the Solactive Dividend Index.

All specifications and information relevant for calculating the Solactive Dividend Index are made available at http://www.solactive.de.

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The financial instruments described herein are not sponsored, promoted, sold or supported in any other manner by Solactive nor does Solactive offer any express or implicit guarantee or assurance either with regard to the results of using the Solactive Dividend Index and/or Solactive Dividend Index trade mark or the Solactive index pricing level at any time or in any other respect. The Solactive Dividend Index is calculated and published by Solactive. Solactive uses its best efforts to ensure that the Solactive Dividend Index is calculated correctly. Irrespective of its obligations towards the Dividend Fund, Solactive has no obligation to point out errors in the Solactive Dividend Index to third parties including but not limited to investors and/or financial intermediaries of financial instruments that reference the Solactive Dividend Index. Neither publication of the Solactive Dividend Index by Solactive nor the licensing of the Solactive Dividend Index or any trade mark associated with the Solactive Dividend Index for the purpose of use in connection with any financial instrument constitutes a recommendation by Solactive to invest capital in said financial instrument nor does it in any way represent an assurance or opinion of Solactive with regard to any investment in any financial instrument.

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DESCRIPTION OF THE SOLACTIVE EX-DIVIDEND INDEX

The following is a summary of the Solactive Ex-Dividend Index.

The Solactive Ex-Dividend Index is owned, maintained, calculated and distributed by Solactive.

The Solactive Ex-Dividend Index aims to represent the current value of 0.5 shares of SPY, less the current value of ordinary cash dividends expected to be paid on the S&P 500, until the Ex-Dividend Fund’s maturity as represented by the Solactive Dividend Index. The Solactive Dividend Index aims to represent the discounted present value of all listed S&P 500 Dividend Futures Contracts out to and including the December 2027 S&P 500 Dividend Futures Contract expiry.

The Solactive Ex-Dividend Index is a price-only index.

The Solactive Ex-Dividend Index includes shares of SPY and short positions in S&P 500 Dividend Futures Contracts for each year from the Ex-Dividend Fund’s launch date through December 2027.

The initial value of the Solactive Ex-Dividend Index was $86.99 based on the close of trading on the start date, December 30, 2016. The Solactive Ex-Dividend Index is published in USD via the price marketing services of Boerse Stuttgart AG based on the prices of the Index Components on the applicable listing exchanges posted by quotation services or otherwise as determined by Solactive.

The Solactive Ex-Dividend Index is widely disseminated every 15 seconds on each Business Day by major market data vendors during the NYSE Arca’s Core Trading Session, or otherwise as determined by Solactive. Each vendor decides on an individual basis as to whether such vendor will distribute/display the Solactive Ex-Dividend Index via its information systems. The most recent prices of all Index Components are used. Should there be no current price posted on the applicable price source, such as Reuters, Solactive will use the most recent price shown for such investment on Reuters for the preceding trading day in making the calculation.

In the event that pricing information is not available, in the judgment of Solactive, the Solactive Ex-Dividend Index will not be distributed.

Because the Solactive Ex-Dividend Index tracks the performance of 0.5 shares of SPY and sums up the discounted values of the S&P 500 Dividend Futures Contracts, no weighting is applied.

The Solactive Ex-Dividend Index is intended to be a static index in that the composition of the Solactive Ex-Dividend Index should not be expected to change after the Solactive Ex-Dividend Index has been originally constituted. A committee composed of staff from Solactive is responsible for decisions regarding the composition of the Solactive Ex-Dividend Index as well as any amendments to the index calculation methodology.

Members of the committee can recommend changes to the index calculation methodology for calculating the Solactive Ex-Dividend Index and submit them to the committee for approval.

All or a portion of the methodologies and algorithms used to calculate the Solactive Ex-Dividend Index are covered by one or more pending U.S. patents. The Sponsor developed the algorithm on which the Solactive Ex-Dividend Index is based and licensed it to Solactive. Solactive is not affiliated with the Sponsor and is solely responsible for calculating the Solactive Ex-Dividend Index.

All specifications and information relevant for calculating the Solactive Ex-Dividend Index are made available at http://www.solactive.de.

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The financial instruments described herein are not sponsored, promoted, sold or supported in any other manner by Solactive nor does Solactive offer any express or implicit guarantee or assurance either with regard to the results of using the Solactive Ex-Dividend Index and/or Solactive Ex-Dividend Index trade mark or the Solactive index pricing level at any time or in any other respect. The Solactive Ex-Dividend Index is calculated and published by Solactive. Solactive uses its best efforts to ensure that the Solactive Ex-Dividend Index is calculated correctly. Irrespective of its obligations towards the Ex-Dividend Fund, Solactive has no obligation to point out errors in the Solactive Ex-Dividend Index to third parties including but not limited to investors and/or financial intermediaries of the financial instruments that reference the Solactive Ex-Dividend Index. Neither publication of the Solactive Ex-Dividend Index by Solactive nor the licensing of the Solactive Ex-Dividend Index or any trade mark associated with the Solactive Ex-Dividend Index for the purpose of use in connection with any financial instrument constitutes a recommendation by Solactive to invest capital in said financial instrument nor does it in any way represent an assurance or opinion of Solactive with regard to any investment in any financial instrument.

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ACTIVITIES OF THE TRUST AND THE FUNDS

The activities of the Trust and the Funds will be limited to:

(1) issuing and selling Shares to the Initial Purchaser;

(2) issuing, selling and redeeming Shares to and from Authorized Participants, including effecting the initial public offering and listing of the Shares on the NYSE Arca;

(3) supporting the continuous offering of the Shares, including maintaining a prospectus for the Shares, entering into the Authorized Participant Agreements, issuing Baskets upon receipt of purchase orders from Authorized Participants, and redeeming Baskets upon receipt of redemption orders from Authorized Participants pursuant to the Trust Agreement;

(4) establishing, closing out and holding instruments with the Clearing FCM pursuant to the Trust Agreement to meet the stated investment objectives of the Funds;

(5) bringing or defending, paying, collecting, compromising, arbitrating, settling or otherwise adjusting any claims or demands of or against the Funds;

(6) taking any action that may be necessary or appropriate for the preservation and the continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Shareholders or enable a Fund to effect the purposes for which the Fund was created; and

(7) taking any action, not inconsistent with applicable law or the Trust Agreement, that the Trustee or the Sponsor determines in its sole discretion may be necessary or desirable in carrying out the purposes and functions of the Fund, as set out in, or contemplated by, the Trust Agreement.

Other than issuing Shares, the Funds will not issue or sell any certificates or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed, provided that the Funds may borrow cash through the use of reverse repurchase agreements with respect to Treasury Securities or a revolving credit facility with a bank or other lender for liquidity purposes, such as to pay the Dividend Fund’s monthly distributions. The Funds will not engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, decreases in the value of instruments held by the Funds, any of the underlying indices represented by the Solactive Dividend Index, the Solactive Ex-Dividend Index or other assets, if any, held by or on behalf of the Funds.

Metaurus will act as the Sponsor for the Funds and will be responsible for making operational decisions necessary to maintain the proper number of investment positions to meet the investment objectives of the Funds, monitor the performance results of each Fund’s portfolio and reallocate assets within the portfolio with a view to causing the performance of the Fund’s portfolio to track that of its Underlying Index over time. All futures positions held by a Fund as well as all or a portion of the cash held by the Fund will be maintained in a Fund’s account with the Clearing FCM and Treasury Securities will be held in a securities account in each Fund’s name at the Fund’s Custodian.

The Funds will enter into a commodity brokerage agreement with the Clearing FCM that provides for the execution, reporting and clearing of transactions in futures, including EFRP transactions, payment of commissions, custody of assets and other standard provisions.

The books and records of the Funds are maintained as follows: all marketing materials are maintained at the offices of SEI, One Freedom Valley Drive, Oaks, Pennsylvania 19456. Basket creation and redemption books and records, certain financial books and records (including accounting records, ledgers with respect to assets,

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liabilities, capital, income and expenses, the registrar, transfer journals and related details) and certain trading and related documents received from futures commission merchants and/or sub-custodians, broker-dealers and banks are maintained by [●].

All other books and records of the Funds (including minute books and other general corporate records, trading records and related reports) are maintained at the Trust’s principal office, c/o Metaurus Advisors LLC, 589 Fifth Avenue, Suite 808, New York, NY 10017.

Trust books and records located at the foregoing addresses, are available for inspection and copying (upon payment of reasonable reproduction costs) by Shareholders or their representatives for any purposes reasonably related to such Shareholder’s interest as a beneficial owner during regular business hours. The Sponsor will maintain and preserve the Trust’s books and records for a period of not less than six years.

The fiscal year of each Fund ends on December 31 of each year.

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DESCRIPTION OF THE SHARES AND THE TRUST AGREEMENT

The Trust is a statutory trust formed under the laws of the State of Delaware on September 28, 2016, pursuant to a short-form declaration of trust between the Sponsor and the Trustee. An amended and restated Trust Agreement will be entered into between the Sponsor and the Trustee prior to the commencement of the offering of the Shares. The Trust was organized in separate series rather than as separate statutory trusts in order to achieve administrative efficiencies. The offering of the Funds’ shares will be registered under the Securities Act. The principal office of the Trust is located at c/o Metaurus Advisors LLC, 589 Fifth Avenue, Suite 808, New York, NY 10017, and the Trust’s telephone number is 212-634-4250.

Each Share represents a unit of fractional undivided beneficial interest in and ownership of a Fund. Neither Fund is an investment company registered under the Investment Company Act and neither Fund is required to register under that Act.

The Trust and the Funds are governed by the Trust Agreement, which sets out the rights of the registered holders of the Shares and the rights and obligations of the Sponsor and the Trustee. Delaware law governs the Trust Agreement, the Trust, the Funds and the Shares. The following is a summary of material provisions of the Trust Agreement. It is qualified by reference to the entire Trust Agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part.

Certificates Evidencing the Shares

The Shares will be evidenced by certificates executed and delivered by the Trustee on behalf of the Funds. The Sponsor expects that DTC will accept the Shares for settlement through its book-entry settlement system. So long as the Shares are eligible for DTC settlement, there will be one or more certificates evidencing Shares that will be registered in the name of a nominee of DTC. You will be able to own Shares only in the form of book-entry security entitlements with DTC or direct or indirect participants in DTC. You will not be entitled to receive a separate certificate evidencing Shares. Because Shares can be held only in the form of book-entries through DTC and its participants, you must rely on DTC, a DTC participant and any other financial intermediary through which they hold Shares to receive the benefits and exercise the rights described in this section. You should consult with your broker or financial institution to find out about the procedures and requirements for instruments held in DTC book-entry form.

Cash and Other Distributions

The Dividend Fund expects to pay distributions to its Shareholders monthly. The Dividend Fund may make distributions on a more frequent basis.

The Ex-Dividend Fund does not anticipate making any cash or other distributions and has no obligation to make periodic distributions to you.

In the event that a Fund makes a cash or other distribution, as a registered holder of such Fund’s Shares, you will receive these distributions in proportion to the number of Shares that you own. Before making a distribution, the Trustee will deduct any applicable withholding taxes and any fees and expenses of such Fund that have not been paid. It will distribute only whole United States dollars and cents and will round fractional cents down to the nearest whole cent. The Trustee is not responsible if it decides that it is unlawful or impractical to make a distribution available to you.

Share Splits

If requested by the Sponsor, the Trustee will declare a split or a reverse split in the number of Shares outstanding. The Trustee is not required to distribute any fraction of a Share in connection with a split or reverse split of the Shares. The Trustee may sell the aggregated fractions of Shares that would otherwise be distributed in a split or reverse split of the Shares or liquidate the amount of Fund property that would be represented by those Shares and distribute to you the net proceeds of those Shares or that Fund property.

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Voting Rights

The Shareholders of the Funds take no part in the management or control of, and have no voice in, the Trust’s operations or business. Shares do not have any voting rights except in the limited circumstances as described below under “Amendment of the Trust Agreement.”

Payment of Taxes

The Sponsor may deduct the amount of any taxes owed from any distributions it makes. However, the Funds are under no obligations to do so. The Sponsor may also sell Fund assets, by public or private sale, to pay any taxes owed. Shareholders will remain liable if the proceeds of the sale are not enough to pay the taxes.

Valuation of Fund Assets

Valuation of the Funds’ assets are described under “Creations and Redemptions - Computation of Funds’ Net Asset Value; Valuation of Fund Investments.”

Limitations on Obligations and Liability

The Trust Agreement expressly limits the obligations of the Sponsor and the Trustee. It also limits the liability of each of the Sponsor and the Trustee. The Sponsor and the Trustee:

• are obligated to take only the actions specifically set out in the Trust Agreement without gross negligence or bad faith;

• are not liable if either of them is prevented or delayed by law or circumstances beyond their control from performing their obligations under the Trust Agreement;

• are not liable if they exercise discretion permitted under the Trust Agreement;

• have no obligation to prosecute a lawsuit or other proceeding related to the Shares or Fund property on behalf of any Shareholders or on behalf of any other person; and

• may rely upon any documents they believe in good faith to be genuine and to have been signed or presented by the proper party.

The Trustee will be indemnified by the Sponsor for any loss, liability or expense it incurs without gross negligence or bad faith. The material terms of the indemnification provisions with respect to each of the Sponsor and the Trustee and their respective managers or directors, employees, affiliates and/or subsidiaries will be disclosed in this prospectus once the Trust Agreement is finalized.

Amendment of the Trust Agreement

The Sponsor and the Trustee may agree to amend the Trust Agreement without your consent; provided that the Shareholders have the right to vote only if expressly required under Delaware or federal law or rules or regulations of the NYSE Arca, or if submitted to the Shareholders by the Sponsor in its sole discretion. No amendment affecting the Trustee shall be binding upon or effective against the Trustee unless consented to by the Trustee in writing.

Dissolution and Termination

The Trust Agreement permits the termination of the Trust or of any Fund by the Sponsor for any reason with notice to Shareholders.

The Sponsor intends to dissolve each Fund on or about December 31, 2027, after which the Fund will be orderly liquidated or extended for limited circumstances.

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The Trustee will notify DTC as soon as reasonably practicable prior to dissolution of a Fund. After dissolution, the Sponsor and its agents will do the following but nothing else: (1) collect distributions pertaining to Fund property; (2) liquidate such Fund’s holdings in securities in the amount necessary to cover all expenses of liquidation and to pay any outstanding liabilities in connection with the Fund not paid by the Sponsor; and (3) deliver any remaining Fund property, or proceeds thereof, upon surrender and cancellation of Shares. Such Fund’s property may be disposed of in a public or private sale, and the uninvested net proceeds of any such sale, together with any other cash, will be held for the pro rata benefit of Shareholders who have not surrendered their Shares for cancellation for a period pending distribution of such proceeds. The Sponsor has no liability for interest with respect to such proceeds. The Trustee’s only obligations will be to account for the money and other cash, after deduction of applicable fees, Fund expenses and taxes and governmental charges.

Requirements for Trustee/Sponsor Actions

Before the Trustee will deliver or register a transfer of Shares, make a distribution on Shares, or permit the withdrawal of Fund property, the Trustee may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any Shares or Fund property;

• satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

• compliance with regulations it may establish, from time to time, consistent with the Trust Agreement, including the presentation of transfer documents.

The creation and redemption of Baskets may be suspended generally for any period of time, or refused with respect to specific orders, during any period in which: (i) a market disruption event occurs such that the Sponsor determines, in its discretion, that any component instruments in the Underlying Indexes are unavailable for investment or their prices are not available or not representative or the Underlying Indexes are unavailable or have been suspended, (ii) the transfer books of the Trustee are closed or (iii) any such action is deemed necessary or advisable by the Sponsor, in its sole discretion, for any reason at any time or from time to time.

Delegation by the Sponsor to an Agent

The Sponsor may delegate all or some of its duties under the Trust Agreement to an administrator or agent without consent of the Trustee or any Authorized Participant. The Sponsor may terminate such delegation to any agent at any time and is not required to appoint a new agent.

Limitation on Liability

The assets of any particular Fund include only those funds and other assets that are paid to, held by or distributed to the Fund on account of and for the benefit of that Fund, including, without limitation, funds delivered to the Trust for the purchase of Shares in a Fund. This limitation on liability is referred to as the “Inter-Series Limitation on Liability.” The Inter-Series Limitation on Liability is expressly provided for under the Delaware Statutory Trust Act, which provides that if certain conditions (as set forth in Section 3804(a)) are met, then the debts of any particular series will be enforceable only against the assets of such series and not against the assets of any other Fund or the Trust generally.

In furtherance of the Inter-Series Limitation on Liability, every party providing services to the Trust, any Fund or the Sponsor on behalf of the Trust or any Fund, will acknowledge and consent in writing to:

• the Inter-Series Limitation on Liability with respect to such party’s claims;

• voluntarily reduce the priority of its claims against the Fund or its respective assets, such that its claims are junior in right of repayment to all other parties’ claims against the Fund or its respective assets,

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except that Claims against the Trust where recourse for the payment of such Claims was, by agreement, limited to the assets of a particular Fund, will not be junior in right of repayment, but will receive repayment from the assets of such particular Fund (but not from the assets of any other Fund or the Trust generally) equal to the treatment received by all other creditors and Shareholders that dealt with such Fund; and

• a waiver of certain rights that such party may have under the United States Bankruptcy Code, if such party held collateral for its Claims, in the event that the Trust is a debtor in a chapter 11 case under the United States Bankruptcy Code, to have any deficiency Claim (i.e., the difference, if any, between the amount of the Claim and the value of the collateral) treated as an unsecured Claim against the Trust generally or any Fund.

No special custody arrangements are applicable to any Fund, and the existence of a trustee should not be taken as an indication of any additional level of management or supervision over any Fund. To the greatest extent permissible under Delaware law, the Trustee acts in an entirely passive role, delegating all authority over the operation of the Trust to the Sponsor.

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CHARGES

Organizational and Initial Offering Expenses

The Sponsor will pay all necessary and reasonable expenses and liabilities incurred in connection with the organization of the Funds and proposed initial public offering of the Shares, including underwriting discounts on the Shares, all registration and FINRA fees and expenses, all printing expenses in respect of the Shares and the Registration Statement and, if applicable, all fees and expenses of the Fund’s auditors and attorneys.

Management Fee

The Dividend Fund will pay the Sponsor a Management Fee equal to 0.58% per year of the Dividend Fund’s average daily NAV, calculated and payable monthly, subject to a minimum monthly fee of $0.01 per Share. This minimum monthly fee is expected to apply when the Dividend Fund’s average daily NAV for such month is less than $20.69 per Share.

The Ex-Dividend Fund will pay the Sponsor a Management Fee equal to 0.29% per year of the Ex-Dividend Fund’s average daily NAV, calculated and payable monthly.

Administration Fee

Each Fund will pay the Administrator, SEI, an annual fee based on the Fund’s average daily NAV for administration of the Fund and certain other business and shareholder services, subject to a minimum of $75,000 per year. Such fee will decrease for a Fund if the NAV of the Fund exceeds $500 million. Each Fund will also reimburse SEI for certain out of pocket fees and expenses. Such fees and expenses are currently estimated at approximately 0.005% of the average daily NAV of each Fund per year, although it is impossible to predict exactly the amount of out of pocket fees and expenses payable by a Fund to the Administrator. The administration fee is in addition to the Management Fee.

Creation and Redemption Basket Fees

In connection with the creation and redemption of Baskets, Authorized Participants will pay the Funds a transaction fee per Basket equal to $500.00. From this transaction fee, the Funds will pay any transaction costs and fees associated with the purchase or sale of any futures contracts acquired for or sold by the Funds. In addition, to the extent that cash is delivered or received in lieu of any of the Deposit Instruments upon the creation or redemption of Shares by an Authorized Participant, such Authorized Participants will pay an additional variable charge of up to 2% of the value of the cash that is delivered or received in lieu of any of the Deposit Instruments to a Fund to pay for any additional transaction costs and fees and price changes associated with the purchase or disposition of any of the Deposit Instruments. The transaction fees are expected to cover the fees charged by NFA and compensation to the Clearing FCM, and may be subject to change from time to time. In connection with the initial launch of the Funds, the Sponsor may pay creation fees on behalf of Authorized Participants. There is no guarantee that the Sponsor will elect to do so. Under the terms of the relevant Authorized Participant Agreement, Authorized Participants creating or redeeming Baskets will also be obligated to pay any taxes, governmental charges or stock transfer or similar fees in connection with such creation or redemption.

Trading, Reporting and Transaction Fees

Each Fund will pay (or will reimburse the Clearing FCM if previously paid) any other transaction costs and fees associated with trading of the Fund’s instruments (including floor brokerage, exchange, clearing, give-up, user and NFA fees) that are not related to the creation and redemption of Baskets. Such costs and fees are currently estimated at approximately 0.03% of the NAV of each Fund per year, although it is impossible to predict exactly the amount of transaction costs and fees payable by a Fund.

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Custody and Transfer Agency Services Fees

Each Fund will pay [●] fees and expenses for custody and transfer agency services. Each Fund will also pay the Clearing FCM fees and expenses for custody services. Such fees are currently estimated at approximately 0.01% of a Fund’s NAV per year.

Other Fees and Operating Expenses

Each Fund will pay its periodic professional expenses, including, but not limited to the fees of the Trustee, continuous offering expenses, printing and mailing costs, legal, audit, tax, accounting, performance, administrative, filing, reporting and data processing fees and expenses and other operating expenses. These fees and expenses in the aggregate for each Fund are estimated at $150,000 per year. For each Fund, the Sponsor has agreed to pay any professional expenses of each Fund in excess of $150,000 in each of 2018 and 2019. The Funds will be responsible for any extraordinary expenses and liabilities.

Each Fund will also pay Advisory Committee fees and expenses, including annual fees of the independent members of the Advisory Committee. Each Fund will also pay its allocable portion of the premiums for director and officer insurance coverage (which includes coverage of Advisory Committee members) and errors and omissions insurance coverage. The Sponsor will also be allocated a portion of such premiums.

The Funds will also pay the Distributor certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Funds. Such estimated out-of-pocket costs, transaction fees and asset-based fees are expected to be less than 0.001% of a Fund’s NAV per year.

In the event that the Funds are required to pay any such expenses and liabilities, the Funds may be required to liquidate assets, which would reduce the NAV of the Shares and could result in adverse tax consequences to Shareholders. The Sponsor is not responsible for any depreciation or loss incurred by reason of the liquidation of Fund property made in compliance with the Trust Agreement.

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Break-Even Analysis

Dividend Fund

This break-even analysis refers to the redemption of baskets by Authorized Participants and is not related to any gains an individual investor would have to achieve in order to break-even. The break-even analysis is an approximation and is presented for illustrative purposes only.

The break-even analysis below indicates the approximate dollar returns required for the redemption value of a Share of the Fund, including cash distributions paid, to be equal to an initial investment in such Share over a twelve-month period after the investment is made. For purposes of this break-even analysis, an initial selling price of $29.20 per share is assumed based on the projected index value and projected model portfolio on August 22, 2017. It is also assumed that the NAV of the Shares, will equal the value of the Solactive Dividend Index at all times. In this instance, an investor would be projected to break-even in twelve months so long as the Dividend Fund does not have a negative return.

Assumed initial selling price per share*	$29.20
	$		%
Management Fee (1)	0.169		0.58	%
Other Transactions Costs and Fees (2)	0.015		0.05	%
Administration Fee (3)	0.030		0.10	%
Advisory Committee and Officer Expenses (4)	0.003		0.01	%
Distribution Fees and Expenses (5)	0.000		0.00	%
Professional Expenses (6)	0.020		0.07	%
Creation Basket Fee (7)	0.000		0.00	%
Custody Fees (8)	0.005		0.02	%
Interest Income (9)	(0.511	)	(1.75	)%
Amount of Trading Income Required for the Fund’s NAV at the End of One Year to Equal the Initial Selling price (10)
Percentage of initial selling price to break-even (10)			0.00	%

* You may pay customary brokerage commissions to your broker, including related fees and expenses, in connection with purchases of Shares during the continuous offering period. Because such brokerage commission rates will vary from investor to investor, they have not been included in the break-even table. You should review the terms of your brokerage accounts for details on applicable charges.

1 The Dividend Fund is contractually obligated to pay the Sponsor a Management Fee equal to 0.58% per year of the Dividend Fund’s average daily NAV, calculated and payable monthly, subject to a minimum monthly fee of $0.01 per Share per month. This monthly minimum fee is expected to apply when the Dividend Fund’s average daily NAV per Share is less than $20.69 for any month. Average daily NAV will be calculated by the Administrator.

2 This amount is estimated based on projected trading fees and expenses that are not related to the creation or redemption of Baskets.

3 The Dividend Fund will pay SEI an annual fee based on the Dividend Fund’s average daily NAV for administration of the Dividend Fund and certain other business and shareholder services. This fee will decrease if the NAV of the Dividend Fund exceeds $500 million. The Dividend Fund will also reimburse SEI for certain out of pocket fees and expenses, which are currently estimated at approximately 0.005% of the average daily NAV of the Dividend Fund per year.

4 Advisory Committee and Officer Expenses include annual fees paid to members of the Advisory Committee and the Dividend Fund’s allocable portion of the premiums for director and officer insurance coverage (which includes coverage of Advisory Committee Members) and errors and omissions insurance coverage. The Sponsor will also be allocated a portion of such premiums.

5 The Sponsor will pay the Distributor certain transaction fees, which are currently estimated to be less than 0.01% of the Dividend Fund’s NAV per year, to act as distributor for the Dividend Fund.

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6 Estimated Professional Expenses include expenses for legal, audit, tax accounting, preparation and printing. The Sponsor has agreed to pay any professional expenses of the Dividend Fund in excess of $150,000 in each of 2018 and 2019.

7 Authorized Participants are required to pay a (i) fee of $500.00 to the Dividend Fund for each order they place to create or redeem one or more baskets and (ii) to the extent cash is delivered or received in lieu of any of the Deposit Instruments, an additional variable charge to compensate the Dividend Fund for any additional transaction costs associated therewith. For purposes of this analysis, the Basket fee is presented net of any estimated transaction related expenses associated with acquiring the instruments to be held by the Dividend Fund.

8 The Dividend Fund will pay the Custodian, a base fee equal to 0.01% of the Dividend Fund’s NAV per year, plus certain transaction fees, to act as custodian, transfer agent and registrar for the Dividend Fund.

9 The Dividend Fund will earn interest on the cash and Treasury Securities held by the Dividend Fund. The projected amount of interest earned is based on the weighted average yield to maturity of these securities. The amount of interest per year can be expected to decline as securities mature and cash distributions are made to Shareholders.

10 Based on certain interest rate, expense and other assumptions, the sum of expenses and interest income is a negative number (an expense of (1.75)% of the estimated per Share price, or expressed as a dollar amount, $(0.511) of the estimated per Share price), implying a negative amount for the twelve-month break-even. As a result the twelve-month break-even has accordingly been set to zero.

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Ex-Dividend Fund

This break-even analysis refers to the redemption of baskets by Authorized Participants and is not related to any gains an individual investor would have to achieve in order to break-even. The break-even analysis is an approximation and is presented for illustrative purposes only.

The break-even analysis below indicates the approximate dollar returns required for the redemption value of a Share of the Fund to be equal to an initial investment in such Share over a twelve month period after the investment is made. For purposes of this break-even analysis, an initial selling price of $93.52 per share is assumed based on the projected index value and projected model portfolio on August 22, 2017. It is also assumed that the NAV of the Shares, will equal the value of the Solactive Ex-Dividend Index at all times. In this instance, an investor would be projected to break-even in twelve months so long as the Ex-Dividend Fund does not have a negative return.

Assumed initial selling price per share*	$93.52
	$		%
Management Fee (1)	0.271		0.29	%
Other Transactions Costs and Fees (2)	0.028		0.03	%
Administration Fee (3)	0.096		0.10	%
Advisory Committee and Officer Expenses (4)	0.010		0.01	%
Distribution Fees and Expenses (5)	0.000		0.00	%
Professional Expenses (6)	0.064		0.07	%
Creation Basket Fee (7)	0.000		0.00	%
Custody Fees (8)	0.016		0.02	%
Interest Income (9)	(1.029	)	(1.10	)%
Amount of Trading Income Required for the Fund’s NAV at the End of One Year to Equal the Initial Selling price (10).
Percentage of initial selling price to break-even (10)			0.00	%

Footnotes:

* You may pay customary brokerage commissions to your broker, including related fees and expenses, in connection with purchases of Shares during the continuous offering period. Because such brokerage commission rates will vary from investor to investor, they have not been included in the break-even table. You should review the terms of your brokerage accounts for details on applicable charges.

1 The Ex-Dividend Fund is contractually obligated to pay the Sponsor a Management Fee based on average daily net assets and paid monthly at an annual rate of 0.29% of the Ex-Dividend Fund’s average daily NAV per annum. Average daily NAV will be calculated by the Administrator.

2 This amount is estimated based on projected trading fees and expenses that are not related to the creation or redemption of Baskets.

3 The Ex-Dividend Fund will pay SEI an annual fee based on the Ex-Dividend Fund’s average daily NAV for administration of the Ex-Dividend Fund and certain other business and shareholder services. This fee will decrease if the NAV of the Ex-Dividend Fund exceeds $500 million. The Ex-Dividend Fund will also reimburse SEI for certain out of pocket fees and expenses, which are currently estimated at approximately 0.005% of the average daily NAV of the Ex-Dividend Fund per year.

4 Advisory Committee and Officer Expenses include annual fees paid to members of the Advisory Committee and the Ex-Dividend Fund’s allocable portion of the premiums for director and officer insurance coverage (which includes coverage of Advisory Committee Members) and errors and omissions insurance coverage. The Sponsor will also be allocated a portion of such premiums.

5 The Sponsor will pay the Distributor plus certain transaction fees, which are currently estimated to be less than 0.01% of the NAV of the Ex-Dividend Fund per year, to act as distributor for the Ex-Dividend Fund.

6 Estimated Professional Expenses include expenses for legal, audit, tax accounting, preparation and printing. The Sponsor has agreed to pay any professional expenses of the Ex-Dividend Fund in excess of $150,000 in each of 2018 and 2019.

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7 Authorized Participants are required to pay a (i) fee of $500.00 to the Ex-Dividend Fund for each order they place to create or redeem one or more baskets and (ii) to the extent cash is delivered or received in lieu of any of the Deposit Instruments, an additional variable charge to compensate the Ex-Dividend Fund for any additional transaction costs associated therewith. For purposes of this analysis, the Basket fee is presented net of any estimated transaction related expenses associated with acquiring the instruments to be held by the Ex-Dividend Fund.

8 The Ex-Dividend Fund will pay the Custodian a base fee equal to 0.01% of the Ex-Dividend Fund’s NAV per year, plus certain transaction fees, to act as custodian, transfer agent and registrar for the Ex-Dividend Fund.

9 The Ex-Dividend Fund will earn interest on the cash and Treasury Securities held by the Ex-Dividend Fund. The projected amount of interest earned is based on the weighted average yield to maturity of these securities. The amount of interest per year can be expected to decline as securities mature.

10 Based on certain interest rate, expense and other assumptions, the sum of expenses and interest income is a negative number (an expense of (1.00)% of the estimated per Share price, or expressed as a dollar amount, $(0.935) of the estimated per Share price), implying a negative amount for the twelve-month break-even. As a result the twelve-month break-even has accordingly been set to zero.

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WHO MAY SUBSCRIBE

Only Authorized Participants may create or redeem Baskets. The Funds will issue and redeem Shares, in one or more Baskets, to Authorized Participants. Each Authorized Participant must: (1) be a registered broker-dealer; (2) be a registered futures commission merchant and/or clear through a registered futures commission merchant; (3) be a member of the DTC and the NSCC; (4) have entered into an Authorized Participant Agreement with the Trust; and (5) be in a position to transfer the required Deposit Instruments and/or the Cash Component to, and take delivery from, the applicable Fund, unless the Sponsor has elected to carry out a cash creation or redemption.

An Authorized Participant Agreement sets out the procedures for the creation and redemption of Baskets and for the delivery of cash, for a cash creation or redemption, or Deposit Instruments and/or the Cash Component for such creations or redemptions. Holders of the Shares or their brokers that are not Authorized Participants may redeem their Shares only through an Authorized Participant.

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CREATIONS AND REDEMPTIONS

PURCHASE AND ISSUANCE OF BASKETS

General. The Trust will issue and sell Shares of a Fund on a continuous basis through the Distributor, without a sales load, at the Fund’s NAV next determined after receipt, on any Business Day, of an order in proper form. The Sponsor reserves the right to declare a split or a consolidation in the number of Shares outstanding of a Fund. The Sponsor may also change the size of a Basket.

Portfolio Deposit. The consideration for purchase of a Basket of Shares of a Fund will generally be conducted on an in-kind basis through an EFRP transaction. The EFRP transaction will consist of the exchange between the Funds and their Authorized Participants of Deposit Instruments (comprised of futures contracts and Treasury Securities) and the Cash Component for Shares. Together, the Deposit Instruments and the Cash Component constitute the “Portfolio Deposit,” which represents the minimum initial and subsequent investment amount for a Basket of a Fund. Because the Funds hold futures contracts, the exchange of these instruments will be conducted in accordance with the rules governing exchanges of related instruments for a corresponding futures position issued by the CME. CME rules provide for exchanges of futures contracts, Treasury Securities and cash, as contemplated by the Funds, through an EFRP transaction. The futures leg of the EFRP transaction will consist of the futures contracts, and the related position leg of the EFRP transaction will consist of the Shares, the Treasury Securities and the Cash Component. The EFRP transaction will be conducted in accordance with applicable CME rules. In connection with an EFRP transaction, the Authorized Participant would be required to deliver to a Fund, through the Fund’s Clearing FCM, futures contracts and Treasury Securities replicating a pro rata slice of the Fund’s portfolio invested in those instruments and the Cash Component, together having a value equal to the NAV of the Basket, in exchange for delivery to the Authorized Participant, through DTC, of the Basket of Shares.

The Cash Component is the difference between the NAV attributable to a Basket and the aggregate market value of the Deposit Instruments exchanged for the Basket. The party conveying instruments with the lower value will pay to the other such difference. A difference may occur where the market value of the Deposit Instruments, as applicable, changes relative to the NAV of a Fund due to the fact that a position cannot be transferred in kind, instruments cannot be broken up, minor differences due to rounding or due to a rebalancing of the Fund to match the Underlying Index.

The Funds reserve the right to permit or require the substitution of an amount of cash (that is a “cash in lieu” amount) to be added to the Cash Component to replace any Deposit Instrument that: (i) is not available in sufficient quantity for delivery; (ii) is not eligible for transfer through an EFRP transaction, which results in a type of in-kind creation and redemption because Shares are exchanged for the related futures, Treasury Securities and cash positions; or (iii) the Authorized Participant is restricted from trading. In this case, a Fund will utilize the cash in lieu amount to purchase the missing Deposit Instruments, which, in the case of the futures contracts, will generally be effected through a purchase on the CME, if permissible under CME rules for the futures contracts comprising the missing futures instruments and through purchases through banks, government securities dealers and broker-dealers, in the case of the Treasury Securities.

The Funds will make available through the NSCC on each Business Day, prior to the opening of business on the relevant exchange (currently 9:30 a.m., Eastern Time), the list of the names and the required amount of each Deposit Instrument to be included in the current Portfolio Deposit (based on information at the end of the previous Business Day) for the Funds. Such Deposit Instruments are applicable, subject to any adjustments as described below, to purchases of Baskets of the Funds until such time as the next-announced Deposit Instruments composition is made available.

The identity and number of futures contracts and Treasury Securities, if any, comprising the Deposit Instruments required for a Portfolio Deposit for each Fund will change pursuant to changes in the composition in the

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Underlying Indexes and as rebalancing adjustments and corporate action events are reflected from time to time in the Underlying Indexes by the Sponsor with a view to the investment objective of the Fund. The composition of the Deposit Instruments may also change in response to adjustments to the weighting or composition of the instruments constituting the applicable Underlying Index.

In addition to the list of names and numbers of instruments constituting the current Deposit Instruments of a Portfolio Deposit, on each Business Day, the Cash Component effective through and including the previous Business Day, per outstanding Basket of the Fund, will be made available. The Cash Component represents the difference between the NAV of a Fund and the market value of the Deposit Instruments.

Delivery of Exchange of Futures Contracts for Related Position Futures Contracts. In the event that the Sponsor shall have determined to permit an Authorized Participant to transfer futures contracts pursuant to an EFRP transaction, as well as to deliver cash in the creation process, futures contracts required for settlement must be transferred to the Fund’s account at the Clearing FCM. The exchange is expected to occur on the day the purchase order is submitted. If the Deposit Instruments and the Cash Component are not received by the market close on the first Business Day following the purchase order date (T+1), such order may be charged interest for delayed settlements or cancelled. In the event a purchase order is cancelled, the Authorized Participant will be responsible for reimbursing a Fund, the Sponsor, the Transfer Agent or the Distributor for all costs associated with cancelling the order including costs for repositioning the portfolio. At its sole discretion, the Sponsor may agree to a delivery date other than T+1. The Basket will be delivered to the Authorized Participant upon the Custodian’s receipt of the Portfolio Deposit.

Cash Purchase and Cash Redemption Method. The Funds may permit a partial or full cash purchase or redemption of Baskets rather than a purchase or redemption of Baskets through an exchange for the Portfolio Deposit on any Business Day in its sole discretion. These purchases and redemptions will be effective in essentially the same manner as a purchase or redemption in exchange for the Deposit Instruments, and the Authorized Participant must pay the cash equivalent of the Deposit Instruments it would otherwise exchange for a Basket. The Authorized Participant will also be required to pay certain transaction fees and charges for cash purchases and redemptions and, if transacting as broker or futures commission merchant for a Fund, may be required to cover brokerage, tax, execution and price movement costs. Please see the subsection entitled “Purchase Transaction Fee” below.

Role of the Authorized Participant. Baskets of Shares may be purchased only by or through an Authorized Participant that is a member of DTC and the NSCC and either is a member of CME Clearing or clears through a futures commission merchant that is a member of CME Clearing. An authorized Participant also must have entered into an Authorized Participant Agreement with the Distributor. Such Authorized Participant will agree pursuant to the terms of such Authorized Participant Agreement on behalf of itself or any investor on whose behalf it will act, as the case may be, to certain conditions, including that such Authorized Participant will make available in advance of each purchase of Baskets an amount of cash sufficient to pay the Cash Component, once the NAV of a Basket is next determined after receipt of the purchase order in proper form, together with the transaction fee. The Authorized Participant may require the investor to enter into an agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component. Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that their particular broker may not be a DTC Participant, or a member of the NSCC, or a participant of, or a customer of, CME Clearing. Such broker also may not have executed an Authorized Participant Agreement. Orders to purchase Baskets, therefore, may have to be placed by the investor’s broker through a broker that is an Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional charges to such investor. A list of the current Authorized Participants may be obtained from the Distributor.

Purchase Order. To initiate an order for a Basket, an Authorized Participant must submit to the Distributor an irrevocable order to purchase shares of a Fund. With respect to the Fund, the Distributor will notify the Sponsor

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and the Custodian of such order. The Custodian will then provide such information to the appropriate local sub-custodian(s). The Custodian shall cause the appropriate local sub-custodian(s) of such Fund to maintain an account into which the Authorized Participant shall deliver, on behalf of itself or the party on whose behalf it is acting, the instruments included in the designated Portfolio Deposit (or the cash value of all or a part of such instruments, in the case of a permitted or required cash purchase or cash in lieu amount), with any appropriate adjustments as advised by the Trust. Deposit Instruments must be delivered to an account maintained at the applicable local sub-custodian. Those placing orders to purchase Baskets through an Authorized Participant should allow sufficient time to permit proper submission of the purchase order to the Distributor by the Cut-Off Time (as defined below) on such Business Day.

The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to the Trust, immediately available or same day funds in U.S. dollars estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the purchase order, together with the applicable purchase transaction fee. Those placing orders should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the closing time of the regular trading session on the NYSE Arca.

Investors should be aware that an Authorized Participant may require orders for purchases of Shares placed with it to be in the particular form required by the individual Authorized Participant and by the Fund’s Sponsor.

Timing of Submission of Purchase Orders. An Authorized Participant must submit an irrevocable purchase order no later than the earlier of (i) 2:00 p.m., Eastern Time or (ii) two hours prior to the scheduled closing time of the trading session on the relevant Fund’s primary listing exchange (together, the “Cut-Off Time”), on any Business Day in order to receive that Business Day’s NAV.

Acceptance of Purchase Order. Subject to the conditions that (i) an irrevocable purchase order has been submitted by the Authorized Participant (either on its own or another investor’s behalf) and (ii) arrangements satisfactory to the Trust are in place for payment of the Cash Component and any other cash amounts which may be due, the Trust will accept the order, subject to its right (and the right of the Distributor and the Sponsor) to reject any order until acceptance.

Once the Trust has accepted an order, upon next determination of the NAV of the Shares, the Trust will confirm the issuance of a Basket of such Fund, against receipt of payment, at such NAV. The Distributor will then transmit a confirmation of acceptance to the Authorized Participant that placed the order.

The Trust reserves the absolute right to reject or revoke acceptance of a purchase order transmitted to it by the Distributor in respect of a Fund if (a) the order is not in proper form; (b) the Deposit Instruments delivered do not conform to the identity disseminated through the facilities of the NSCC for that date by the Sponsor, as described above; (c) acceptance of the Deposit Instruments and/or transfer of the Deposit Instruments in the manner proposed would have adverse tax consequences to the Fund; (d) the acceptance of the Portfolio Deposit would, in the opinion of counsel, be unlawful; (e) the acceptance of the Portfolio Deposit would otherwise, in the discretion of the Trust or the Sponsor, have an adverse effect on the Trust or the rights of beneficial owners; or (f) in the event that circumstances outside the control of the Trust, the Distributor and the Sponsor make it for all practical purposes impossible to process purchase orders. Examples of such circumstances include acts of God; public service or utility problems resulting in telephone, telecopy or computer failures; fires, floods or extreme weather conditions; market conditions or activities causing trading halts; systems failures involving computer or other informational systems affecting the Trust, the Distributor, DTC, NSCC, CME Clearing, the Sponsor, the Custodian, a sub-custodian or any other participant in the creation process; and similar extraordinary events. The Trust shall notify a prospective purchaser and/or the Authorized Participant acting on behalf of such person of its rejection of the order of such person. The Trust, the Custodian, any sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the delivery of Portfolio Deposits nor shall either of them incur any liability for the failure to give any such notification.

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Issuance of a Basket. Except as provided herein, a Basket will not be issued until the transfer of good title to the Trust of the Deposit Instruments and the payment of the Cash Component have been completed in connection with an in-kind creation or cash equal to the value of the Deposit Instruments plus the Cash Component and the transaction amount have been delivered to Custodian. When the applicable futures commission merchant for a Fund has confirmed to the Custodian that the required instruments included in the Portfolio Deposit (or the cash value thereof) have been delivered to the account of the Fund in connection with an in-kind creation or the Custodian has confirmed to the Fund the delivery of sufficient cash in connection with a cash creation, the Distributor and the Sponsor shall be notified of such delivery, and the Trust will issue and cause the delivery of the Basket. Baskets typically are issued on a “T+1 basis” (that is, one Business Day after trade date). However, the Funds reserve the right to settle Basket transactions on a basis other than T+1 in certain other circumstances.

To the extent contemplated by an Authorized Participant’s agreement with the Distributor, the Trust will issue Baskets to such Authorized Participant notwithstanding the fact that the corresponding Portfolio Deposits have not been received in part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Instruments as soon as possible, which undertaking shall be secured by such Authorized Participant’s delivery to the Fund and maintenance of cash collateral in immediately available funds with the Fund having a value equal to 115% (or some other amount as the Sponsor requires) of the value of the missing Deposit Instruments in accordance with the Trust’s then-effective procedures. Such collateral must be delivered no later than 2:00 p.m., Eastern Time, on the contractual settlement date (i.e., T+1). The only collateral that is acceptable to the Trust is cash in U.S. Dollars in immediately available funds. The value of the cash collateral will be marked to market daily and the Authorized Participant will be required to deliver additional cash to maintain collateral value at the designated levels. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to the Fund. Information concerning the Trust’s current procedures for collateralization of missing Deposit Instruments is available from the Distributor. The Authorized Participant Agreement will permit the Funds to buy the missing Deposit Instruments using the cash collateral any time and will subject the Authorized Participant to liability for any shortfall between the cost to the Funds of purchasing such instruments and the cash collateral.

In certain cases, Authorized Participants will create and redeem Baskets on the same trade date.

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Purchase Transaction Fee. A standard creation transaction fee is imposed to offset the transfer, processing and other transaction costs associated with the issuance of Baskets. The standard creation transaction fee is charged on each Basket created by an Authorized Participant on the day of the transaction. The standard creation transaction fee is generally fixed at the amount shown in the table below regardless of the number of Baskets being purchased, but may be reduced by a Fund if transfer and processing expenses associated with the creation are anticipated to be lower than the stated fee. In the case of cash creations or where a Fund permits or requires an Authorized Participant to substitute cash in lieu of depositing a portion of the Deposit Instruments, the Authorized Participant may be assessed an additional variable charge to compensate the Fund for the costs associated with purchasing the applicable instruments. In such cases the Authorized Participant will reimburse the Fund for, among other things, any difference between the market value at which the instruments and/or financial instruments were purchased by the Fund and the cash in lieu amount, applicable registration fees, brokerage commissions, execution costs and certain taxes. In connection with the initial launch of the Funds, the Sponsor may pay creation fees on behalf of Authorized Participants. There is no guarantee that the Sponsor will elect to do so. Authorized Participants are also responsible for the costs of transferring the Deposit Instruments to the Funds. Investors who use the services of a broker or other financial intermediary to acquire Shares may be charged a fee, such as a commission and/or a mark-up/mark-down for such services. The following table sets forth each Fund’s standard creation transaction fees. The fees may be waived for a Fund until it reaches a certain asset size. In addition to the standard transaction fee and any additional variable charges, in connection with each in-kind and cash creation the Authorized Participant will be required to pay the Cash Component, as described above. Payment of any stamp duty or other similar fees and expenses payable upon transfer of beneficial ownership of the Deposit Instruments and establishment of the futures contract positions held by a Fund are the sole responsibility of the Authorized Participant purchasing the Basket.

Fund	Standard Fee for In-Kind and Cash Purchases		Maximum Additional Variable Charges*
U.S. Equity Cumulative Dividends Fund—Series 2027	$	500.00		2.0	%
U.S. Equity Ex-Dividend Fund—Series 2027	$	500.00		2.0	%

* As a percentage of the NAV per Basket.

REDEMPTION OF BASKETS

Shares of the Funds may be redeemed only in Baskets at their NAV next determined after receipt of a redemption request in proper form by the Distributor. The Trust will not redeem Shares in amounts less than Baskets. Beneficial owners also may sell Shares in the secondary market, but must accumulate enough Shares to constitute a Basket in order to have such Shares redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Basket. Authorized Participants should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a redeemable Basket.

The manner by which redemptions are made is dictated by the terms of the Authorized Participant Agreement. By placing a redemption order, an Authorized Participant agrees to (1) deliver the redemption Basket to be redeemed through DTC’s book-entry system to the Fund’s account with the Custodian not later than 3:00 p.m. Eastern Time on the Business Day following the effective date of the redemption order, and (2) if required by the Sponsor in its sole discretion, enter into or arrange an EFRP transaction or similar in-kind transaction (through itself or a designated acceptable broker) with the Fund for the exchange of a number and type of futures contracts at the closing settlement price for such contracts on the effective date of the redemption order for a Basket of the Shares.

The Funds will make available through the NSCC prior to the opening of business on the NYSE Arca (currently 9:30 a.m., Eastern Time) on each Business Day, the identity and number of Deposit Instruments that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form on that day. Deposit Instruments received on redemption may not be identical to Deposit Instruments that are applicable to creation of Baskets. Unless cash redemptions are available or specified for the Fund, the redemption proceeds

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for a Basket generally will consist of Deposit Instruments on the Business Day of the request for redemption, plus the Cash Component (i.e. cash in an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after a receipt of a request in proper form, and the value of the Deposit Instruments), less the redemption transaction fee described below. The redemption transaction fee described below is deducted from such redemption proceeds.

A fixed redemption transaction fee payable to the Custodian is imposed on each redemption transaction. Redemptions of Baskets for cash are required to pay an additional variable charge to compensate the relevant Fund for brokerage and market impact expenses plus price slippage relating to disposing of Deposit Instruments. The redemption transaction fee for redemptions in kind and for cash and the additional variable charge for cash redemptions (when cash redemptions are available or specified) are listed in the table below. Authorized Participants will also bear the costs of transferring the Portfolio Deposit from the Fund to their account or on their order. Authorized Participants who use the services of a broker or other such intermediary may be charged a fee for such services. Investors other than Authorized Participants may not create or redeem Shares.

Fund	Standard Fee for In-Kind and Cash Redemptions		Maximum Additional Variable Charge *
U.S. Equity Cumulative Dividends Fund—Series 2027	$	500.00		2.0	%
U.S. Equity Ex-Dividends Fund—Series 2027	$	500.00		2.0	%

* As a percentage of the NAV per Basket.

Redemption requests in respect of Baskets must be submitted to the Distributor by or through an Authorized Participant. Investors other than Authorized Participants are responsible for making arrangements for a redemption request through an Authorized Participant. An Authorized Participant must submit an irrevocable redemption request no later than the earlier of (i) 2:00 p.m., Eastern Time or (ii) two hours prior to the scheduled closing time of the trading session on the relevant Fund’s primary listing exchange, on any Business Day in order to receive that Business Day’s NAV.

The Distributor will provide a list of current Authorized Participants upon request. The Authorized Participant must transmit the request for redemption, in the form required by the Trust, to the Distributor in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed an Authorized Participant Agreement, and that, therefore, requests to redeem Baskets may have to be placed by the investor’s broker through an Authorized Participant who has executed an Authorized Participant Agreement. At any given time there will be only a limited number of broker-dealers that have executed an Authorized Participant Agreement. Investors making a redemption request should be aware that such request must be in the form specified by such Authorized Participant. Investors making a request to redeem Baskets should allow sufficient time to permit proper submission of the request by an Authorized Participant and transfer of the shares to the Trust’s Transfer Agent; such investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other financial intermediaries if such intermediaries are not Authorized Participants.

Investors other than Authorized Participants are responsible for making arrangements for a redemption request to be made through an Authorized Participant. An order to redeem Baskets of a Fund is deemed received by the Trust on the Business Day if: (i) such order is received by the Fund’s Distributor not later than the closing time of the applicable exchange on the applicable Business Day; (ii) such order is accompanied or followed by the requisite number of Shares of the Fund specified in such order, which delivery must be made through DTC to the Fund’s Custodian no later than 10:00 a.m., Eastern Time, on the next Business Day following the day the order was transmitted; and (iii) all other procedures set forth in the Authorized Participant Agreement are properly followed. Deliveries of Fund instruments to redeeming investors generally will be made within one Business Day.

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A redemption request will only be accepted if in “proper form” and will generally be considered to be in “proper form” if (i) an Authorized Participant has transferred or caused to be transferred to the Trust’s Transfer Agent the Basket being redeemed through the book-entry system of DTC so as to be effective by 3:00 p.m. Eastern Time on the Business Day following the day on which the order was tendered on any Business Day; and (ii) a request in form satisfactory to the Trust is received by the Distributor from the Authorized Participant on behalf of itself or another redeeming investor within the time periods specified above. If the Transfer Agent does not receive the investor’s Shares or collateral through DTC’s facilities by 3:00 p.m., Eastern Time, on the Business Day next following the day that the redemption request is received, the redemption request shall be rejected. Those making redemption requests should ascertain the deadline applicable to transfers of shares through the DTC system, by contacting the operations department of the broker or depositary institution effecting the transfer of the Shares.

If a redemption request is cancelled by the Sponsor, the Authorized Participant will be solely responsible for all expenses and costs incurred by the Trust, the Sponsor, the Transfer Agent or the Distributor related to the cancelled redemption request.

Upon receiving a redemption request, the Distributor shall notify the Trust and the Trust’s Transfer Agent of such redemption request. The Funds expect that the tender of a Basket by an Authorized Participant for redemption will generally be exchanged for Deposit Instruments and cash through an EFRP transaction, conducted through a Fund’s FCM in coordination with DTC. The exchange will be recorded on the book-entry system of DTC and reported to the CME.

In connection with taking delivery of futures contracts and Treasury Securities upon redemption of Shares, a redeeming beneficial owner of Shares (“Beneficial Owner”), or Authorized Participant acting on behalf of such Beneficial Owner, must maintain appropriate security arrangements with a qualified futures commission merchant (with respect to the futures contracts), broker-dealer, government securities dealer, bank or other custody providers in each jurisdiction in which any of the Deposit Instruments are customarily traded, to which account such Deposit Instruments will be delivered.

Deliveries of Deposit Instruments in the event of an in-kind redemption will generally be made within one Business Day (that is “T+1”). However, a Fund reserves the right to settle redemption transactions and deliver redemption proceeds on a basis other than T+1 in certain circumstances.

Deliveries of redemption proceeds by a Fund in the case of a redemption for cash generally will be made within one Business Day (that is “T+1”). However, a Fund reserves the right to settle redemption transactions and deliver redemption proceeds on a basis other than T+1 in certain circumstances.

If neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial Owner has appropriate arrangements to take delivery of the Deposit Instruments in the applicable jurisdiction and it is not possible to make other such arrangements, or if it is not possible to effect deliveries of the Deposit Instruments in such jurisdiction, a Fund may in its discretion redeem such Shares in cash (i.e., U.S. dollars or non U.S. currency), and the redeeming Beneficial Owner will be required to receive its redemption proceeds in cash. In addition, an Authorized Participant may request a redemption in cash that a Fund may, in its sole discretion, permit. In either case, the Authorized Participant will receive a cash payment equal to NAV of its Shares based on the NAV of Shares of the relevant Fund next determined after the redemption request is received in proper form (minus a redemption transaction fee and additional variable charge for cash redemptions, to offset the Fund’s brokerage and other transaction costs associated with the disposition of Deposit Instruments). A Fund may also, in its sole discretion, upon request of an Authorized Participant, provide such Authorized Participant, through an EFRP transaction, a portfolio of instruments that differs from the exact composition of the Deposit Instruments but does not differ in NAV. Redemptions of Shares for Deposit Instruments will be subject to compliance with applicable law and the Funds (whether or not it otherwise permits cash redemptions) reserve the right to redeem Baskets for cash to the extent that a Fund could not lawfully deliver specific Deposit Instruments upon redemptions.

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In the event that cash redemptions are permitted or required by a Fund, proceeds will be paid to the Authorized Participant redeeming Shares as soon as practicable after the date of redemption.

To the extent contemplated by an Authorized Participant’s agreement with the Distributor, in the event the Authorized Participant that has submitted a redemption request in proper form is unable to transfer all or part of the Baskets to be redeemed to the applicable Fund, at or prior to 3:00 p.m., Eastern Time, on the Business Day after the date of submission of such redemption request, the Distributor will nonetheless accept the redemption request in reliance on the undertaking by the Authorized Participant to deliver the missing Shares as soon as possible. Such undertaking shall be secured by the Authorized Participant’s delivery to the Fund and maintenance of cash collateral in immediately available funds with the Fund having a value equal to 115% of the value of the missing Shares (or some other amount as the Sponsor requires that is greater than 100% of the value of the missing Shares), which the Sponsor may change from time to time, of the value of the missing Shares in accordance with the Trust’s then-effective procedures. The only collateral that is acceptable to the Trust is cash in U.S. dollars in immediately available funds. The value of the cash collateral will be marked to market daily and the Authorized Participant will be required to deliver additional cash to maintain collateral value at the designated levels. The Trust’s current procedures for collateralization of missing Shares require, among other things, that any cash collateral shall be held by the Trust’s Custodian, and that the fees of the Custodian and any sub-custodians in respect of the delivery, maintenance and redelivery of the cash collateral shall be payable by the Authorized Participant. The cash collateral posted by the Authorized Participant may be invested at the risk of the Authorized Participant, and income, if any, on invested cash collateral will be paid to the Fund. The Authorized Participant Agreement permits a Fund to purchase the missing Shares at any time and subjects the Authorized Participant to liability for any shortfall between the cost to the Fund of purchasing such Shares and the cash collateral.

Because the Deposit Instruments of the Funds may trade on the relevant exchange(s) on days that the exchange is closed or are otherwise not Business Days for the Funds, Shareholders may not be able to redeem their Shares, or to purchase or sell Shares on the NYSE Arca, on days when the NAV of the Funds could be significantly affected by events in the relevant markets.

The right of redemption may be suspended or the date of payment postponed with respect to a Fund by the Sponsor in its discretion.

Secondary Market Trading

The NAV per Share will change as fluctuations occur in the market value of the instruments held in a Fund’s portfolio. Investors should be aware that the public trading price of a Share may be different from the NAV of a Share (i.e., Shares may trade at a premium over, or a discount to, the NAV of a Share). Similarly, the public trading price of a Share may be different from the per-Share NAV of the Basket in which it was created (i.e., Shares may trade at a premium over, or a discount to, NAV of a Share in any particular Basket) and from the public trading price of other Shares created in the same Basket. Consequently, an Authorized Participant may be able to create or redeem a Basket at a discount or a premium to the public trading price per Share. This price difference may be due, in large part, to the fact that supply and demand forces at work in the secondary trading market for Shares are closely related, but not identical to, the same forces influencing the prices of the instruments held in a Fund’s portfolio trading on the exchanges. Investors also should note that the size of a Fund in terms of total assets held may change substantially over time and from time-to-time as Baskets are created and redeemed. The market value of the Shares of the Dividend Fund is not expected to be the same or to be correlated to the market value of the Shares of the Ex-Dividend Fund.

In order to provide updated information relating to a Fund for use by investors and market professionals, an updated “Indicative Fund Value” (“IFV”) will be calculated and disseminated by a third party service provider in accordance with the rules of the NYSE Arca. The IFV will be calculated by using the prior day’s closing NAV per Share of a Fund as a base and updating that value throughout the trading day to reflect changes in the most

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recently reported trade prices for the instruments traded by a Fund. The IFV will be disseminated on a per Share basis for each Fund every 15 seconds during the NYSE Arca’s Core Trading Session.

The amount of the discount or premium in the trading price relative to the NAV may be influenced by non-concurrent trading hours between the NYSE Arca on which the Shares trade and the exchanges on which the Funds’ investments trade.

COMPUTATION OF FUNDS’ NET ASSET VALUE; VALUATION OF FUND INVESTMENTS

On each Business Day, as soon as practicable after the close of regular trading of Shares on the NYSE Arca (normally, 4:00 P.M., Eastern Time), the Administrator will determine the NAV of each Fund as of that time.

A Fund’s NAV is obtained by subtracting accrued expenses and other liabilities borne by the Fund, if any, from the total value of the assets held by the Fund, in each case, as of the time of calculation. The Administrator will also determine the NAV per Share by dividing the NAV of a Fund by the number of Shares outstanding at the time the computation is made.

The NYSE Arca is typically closed on weekends and most national holidays.

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THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY

DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (“Exchange Act”). DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions in those securities among DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC agrees with and represents to its participants that it will administer its book-entry system in accordance with its rules and by-laws and requirements of law.

Individual certificates will not be issued for the Shares. Instead, one or more global certificates will be signed by the Trustee on behalf of each Fund, registered in the name of Cede & Co., as nominee for DTC, and deposited by the Trustee with DTC for the benefit of all Shareholders of the Fund. The global certificate(s) will represent all of the Shares of each Fund outstanding at any time.

Upon the settlement date of any creation or transfer, DTC will credit or debit, on its book-entry registration and transfer system, the amount of the Shares so created or transferred to the accounts of the appropriate DTC Participants.

Beneficial ownership of the Shares will be limited to DTC Participants, entities that have access to the DTC clearing system by clearing securities through, or maintaining a custodial relationship with, a DTC Participant (“Indirect Participants”), and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares will be shown on, and the transfer of ownership will be affected only through, records maintained by DTC, with respect to DTC Participants, the records of DTC Participants, with respect to Indirect Participants, and the records of Indirect Participants with respect to beneficial owners that are not DTC Participants or Indirect Participants. Beneficial owners are expected to receive from or through a DTC Participant a written confirmation relating to their purchase of the Shares.

Beneficial owners may transfer Shares through DTC by instructing the DTC Participant or Indirect Participant through which they hold their Shares to transfer the Shares. Transfers will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service for the Shares by giving notice to the Sponsor. Under these circumstances, the Sponsor will either find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, the applicable Fund will terminate.

Your rights as a Shareholder generally must be exercised by DTC Participants acting on your behalf in accordance with the rules and procedures of DTC.

The Trust Agreement provides that, as long as the Shares are represented by a global certificate registered in the name of DTC or its nominee, as described above, the Sponsor will be entitled to treat DTC as the holder of the Shares.

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THE SPONSOR

The Sponsor

The Sponsor is Metaurus Advisors LLC, a limited liability company formed in the State of Delaware on September 15, 2016. The Sponsor is a wholly owned subsidiary of Metaurus LLC and serves as the commodity pool operator and commodity trading advisor of the Fund. The Sponsor’s principal office is located at 589 Fifth Avenue, Suite 808, New York, New York 10017. The registration of Metaurus Advisors LLC as a commodity pool operator and its membership with NFA was approved on June 5, 2017. The Sponsor is exempt from registration as a commodity trading advisor with the CFTC under CFTC Rule 4.14(a)(4), as the Sponsor is registered as a commodity pool operator, and the Sponsor’s commodity trading advice is directed solely to, and for the sole use of, the Funds, pools for which it is so registered. Between its formation date (September 15, 2016), and the date it became registered as a commodity pool operator (June 5, 2017), the Sponsor’s primary business activities were limited to organizing the business and legal infrastructure of the Sponsor, developing the algorithms on which the Underlying Indexes are based and preparing for the launch of the Funds.

The Sponsor has or will arrange for the: (1) formation of the Trust and establishment of the Funds; (2) the appointment of the Trustee and the Clearing FCM; (3) the registration of Shares with the SEC; and (4) the listing of the Shares on the NYSE Arca.

The Sponsor will make operational decisions necessary to maintain the proper number of investment positions to meet the investment objectives of the Funds, monitor the performance results of the Funds’ portfolios and reallocate assets within the portfolio with a view to causing the performance of each Fund’s portfolio to track that of each Underlying Index over time. In addition, the Sponsor will be responsible for accepting (or delivering), or causing the Clearing FCM to accept (or deliver), consideration for the Baskets from Authorized Participants to establish (or transfer out) positions on behalf of a Fund.

The Sponsor will not exercise day-to-day oversight over the Trustee. The Sponsor may remove the Trustee and appoint a successor Trustee in its discretion any time.

The Sponsor may at any time delegate all or a portion of its duties and responsibilities to another entity, including an affiliate of the Sponsor.

The Trust and the Sponsor will enter into an agreement setting forth, among other things, the Sponsor’s compensation for its services as Sponsor of the Trust.

Principals of the Sponsor

The Sponsor is a wholly owned subsidiary of Metaurus LLC. Metaurus LLC has been listed as a principal of the Sponsor since April 13, 2017.

Each of Richard Sandulli and Jamie Greenwald is a Co-Chief Executive Officer of the Sponsor.

Richard Sandulli. Mr. Sandulli is a co-founder of the Sponsor, and has served as its Co-Chief Executive Officer since September 2016. In his capacity at the Sponsor, Mr. Sandulli is primarily responsible for product development, business development, finance and operations. Effective June 5, 2017, Mr. Sandulli became an Associate Member of the NFA. Effective June 5, 2017, Mr. Sandulli was listed as a principal, and registered with the CFTC as an Associated Person, of the Sponsor. Mr. Sandulli has served as Chief Executive Officer of Metaurus LLC, the parent of the Sponsor, since June 2012. In this capacity, Mr. Sandulli is responsible for product development, shareholder relations, finance, supervision of employees and general operations.

Prior to his position with Metaurus LLC, from June 2010 to June 2012, Mr. Sandulli served as President of Fore Research Management, a private multi-strategy hedge fund based in New York. In this capacity, Mr. Sandulli

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managed the day to day operations of the funds including marketing, operations, treasury and compliance. From July 2005 to June 2010, Mr. Sandulli was Managing Director and head of Derivative Securities and Structured Products at Wells Fargo Securities LLC (formerly, Wachovia Securities LLC). From March 1995 until June 2005, Mr. Sandulli was Managing Director and Head of US Structured Equity Derivative Products responsible for global product innovation for Morgan Stanley & Co. Incorporated in New York. Mr. Sandulli was registered as an Associated Person of Morgan Stanley & Co LLC from December 17, 1996 until July 10, 2005. Mr. Sandulli also served as a Director of Equity Derivatives for Merrill Lynch, Pierce, Fenner & Smith, Inc. (“Merrill Lynch”) in New York from March 1992 to March 1995.

Jamie Greenwald. Mr. Greenwald is a co-founder of the Sponsor, and has served as its Co-Chief Executive Officer since September 2016. In his capacity at the Sponsor, Mr. Greenwald is primarily responsible for product development, business development, finance and operations. Effective December 6, 2017, Mr. Greenwald became an Associate Member of the NFA. Effective June 2, 2017, Mr. Greenwald was listed as a principal of the Sponsor and, effective December 6, 2017, registered with the CFTC as an Associated Person, of the Sponsor. Mr. Greenwald has served as President of Metaurus LLC since June 2015. In this capacity, Mr. Greenwald is responsible for hiring and supervising service providers as well and managing the day-to-day business of Metaurus LLC.

Prior to his position with Metaurus LLC, from June 2005 to June 2015, Mr. Greenwald was self-employed by trading and making investments for his own account, including investments in publicly-traded equity securities, futures contracts, securities of private companies and commercial real estate. From March 1995 to June 2005, Mr. Greenwald was a Managing Director in charge of the Global Structured Product and Global Product Innovation businesses within the equity division of Morgan Stanley & Co. Incorporated. From March 1990 to March 1995, he was also a Managing Director of the U.S.-based Structured Product group at Merrill Lynch, and from July 1986 to March 1990 a vice president in the multi-asset class Structured Products group at Bankers Trust. From November 2006 to November 2012, Mr. Greenwald was a board member of Network Hardware Resale. Since July 2008, Mr. Greenwald has been a founding board member of Transcend Global PTE Ltd., a commodity-focused investment fund based in Singapore. He has also spent substantial time investing in both the commercial real estate markets and the global equity markets.

The Sponsor and its principals and affiliates may trade commodity interests and other instruments for their own accounts. Records of proprietary trading and written policies related to such trading will not be available for inspection by Shareholders. A detailed discussion of such actual and potential conflicts of interest is set forth under the heading “Conflicts of Interest” on page 67.

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CONFLICTS OF INTEREST

General

Shareholders are dependent on the good faith of the Sponsor to resolve conflicts equitably. Although the Sponsor will attempt to monitor conflicts, no assurances can be provided that the Sponsor will be able to ensure that inherent conflicts will not result in adverse consequences to the Funds or the Shareholders.

One of the primary conflicts inherent in the structure relates to development of the Underlying Indexes. The Sponsor developed the algorithms on which the Underlying Indexes are based. Metaurus LLC, the parent of the Sponsor, licensed the Underlying Indexes to Solactive, which is the Index Sponsor of the Underlying Indexes. Metaurus LLC pays a licensing fee to Solactive with respect to the use of the Underlying Indexes. Solactive pays a portion of such licensing fee to Metaurus LLC to license the algorithms on which the Underlying Indexes are based. Metaurus LLC will sub-license the Underlying Indexes to the Funds for free. Although Solactive independently created the methodology on which the Underlying Indexes are based, there is a possible conflict of interest inherent in the fact that the Underlying Indexes are established based on the Sponsor’s algorithms, based on the fact that the Sponsor will earn licensing fees from the Solactive with respect to such algorithms, will be able to influence the structure of the Underlying Indexes, and will have the right to license the algorithms to other third parties, which will benefit the Sponsor and not the Funds. Such licensing fees paid by Solactive to the Sponsor are de minimis.

The Sponsor in its capacity as the Trust’s commodity pool operator has chosen itself to serve as the Trust’s commodity trading advisor. The Sponsor may be deemed as having a conflict of interest concerning its ability to exercise independent judgment in respect of the selection or retention of a trading advisor for the Funds. Neither the Sponsor nor its principals currently holds any ownership or beneficial interest in the Funds. In the future, the Sponsor and/or its principals may hold an ownership or beneficial interest in the Funds, not to exceed, in the aggregate, 5% of the NAV of any Fund.

Control of Other Accounts by the Sponsor and its Principals

The Sponsor and its trading principals may manage and/or operate the accounts of clients other than the Funds, which may include other commodity pools. They intend to manage and operate other accounts in the future. In addition, the Sponsor and its principals and affiliates may also trade for their own proprietary accounts. Conflicts that may arise from this trading include:

• The Sponsor or certain of its principals or affiliates may sometimes take positions in other client or proprietary accounts that are opposite to or ahead of a Fund. Trading ahead of a Fund presents a conflict because the trade first executed may receive a more favorable price than the same trade later executed for such Fund.

• Other individual and pooled accounts traded by the Sponsor and its principals in the future may compete with a Fund in entering into and liquidating contracts for a Fund to the extent they trade in the same instruments. When similar orders are entered at the same time, the prices at which a Fund’s trades are filled may be less favorable than the prices allocated to the other accounts. Some orders may be difficult or impossible to execute in markets with limited liquidity where prices may rise or fall sharply in response to orders entered. Furthermore, if the price of a futures contract has moved to and is locked at its permitted one-day price move limit, the Sponsor may be unable to liquidate positions without incurring additional losses. The Sponsor and its principals are required to use an allocation methodology that is fair to all of their customers. The Sponsor will attempt to minimize the impact of different prices received on orders.

• The Sponsor may be required to revise trading orders as a result of the aggregation for speculative position limit purposes of all accounts traded, owned or controlled by the Sponsor. The more assets the Sponsor has under management, the more likely it is to be constrained by position limits. In this case,

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the Sponsor will modify its orders in a manner that will not substantially disproportionately affect any Fund.

As a Shareholder, you will not have access to the trading records of any other accounts that may be managed by the Sponsor and its principals through the Clearing FCM, if any, nor the records of trading accounts that may be managed by the Sponsor and its principals at other commodity brokers, if any.

Resolution of Certain Conflicts of Interest

The Trust Agreement provides that in the case of a conflict of interest between the Trustee and the Sponsor and its affiliates, on the one hand, and the Shareholders, on the other, the Trustee and Sponsor will resolve such conflict considering the relevant interests of each party (including their own interests) and related benefits and burdens, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. The Trust Agreement provides that in the absence of bad faith by the Sponsor or Trustee, such resolution of a conflict of interest will not constitute a breach of the Trust Agreement or any duty or obligation of the Sponsor or Trustee.

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LEGAL ACTIONS

There have been no administrative, civil or criminal actions, whether pending or concluded, against Metaurus or any of its individual principals during the past five years which would be considered “material” as that term is defined in Section 4.24(l)(2) of the Regulations of the CFTC.

[There have been no administrative, civil or criminal actions, whether pending or concluded, against the Clearing FCM or any of its individual principals during the past five years which would be considered “material” as that term is defined in Section 4.24(l)(2) of the Regulations of the CFTC.]

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THE ADMINISTRATOR, CLEARING FCM, CUSTODIAN, DISTRIBUTOR

AND TRANSFER AGENT

Administrator

SEI, located at One Freedom Valley Drive, Oaks, PA 19456, serves as Administrator to the Fund. As Administrator, SEI will provide the Funds with all required general administrative services, including, without limitation, office space, equipment, and personnel; clerical and general back office services; bookkeeping, internal accounting and secretarial services; the calculation of NAV; and the coordination or preparation and filing of all reports, registration statements, proxy statements and all other materials required to be filed or furnished by the Funds under federal and state securities laws. As compensation for these services, the Administrator receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Sponsor from its fees.

A summary of the material terms of the Administration Agreement is disclosed in the “Material Contracts” section.

Clearing FCM

The Fund’s property will be held by the Clearing FCM or, in the case of Treasury Securities, by the Custodian.

A summary of the material terms of the Futures Account Agreement is disclosed in the “Material Contracts” section.

Custodian and Transfer Agent

[●], serves as Custodian and transfer agent of the Funds’ assets. In its capacity as Custodian, [●] has agreed to: (1) make receipts and disbursements of money on behalf of the Funds; (2) collect and receive all income and other payments and distributions on account of the Funds’ portfolio investments; (3) respond to correspondence from shareholders, security brokers and others relating to its duties; and (4) make periodic reports to the Funds concerning the Funds’ operations. [●] does not exercise any supervisory function over the purchase and sale of securities. As compensation for these services, the Custodian receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Funds.

As registrar and transfer agent, [●] has agreed to: (1) issue and redeem shares of the Funds; (2) make dividend and other distributions to Shareholders; (3) respond to correspondence by shareholders and others relating to its duties, (4) maintain shareholder accounts; and (5) make periodic reports to the Funds. As compensation for these services, the Transfer Agent receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Fund.

A summary of the material terms of the Custody and Transfer Agent Agreement is disclosed in the “Material Contracts” section.

Distributor

The Trust has entered into a Distribution Agreement under which SIDCO, with principal offices at One Freedom Valley Drive Oaks, PA 19456, as agent, receives orders to create and redeem shares in Basket Aggregations and transmits such orders to the Trust’s Custodian and Transfer Agent. The Distributor has no obligation to sell any specific quantity of shares of the Funds. SIDCO bears the following costs and expenses relating to the distribution of shares: (i) the costs of processing and maintaining records of creations of Baskets; (ii) all costs of maintaining the records required of a registered broker/dealer; (iii) the expenses of maintaining its registration or

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qualification as a dealer or broker under federal or state laws; and (iv) all other expenses incurred in connection with the distribution services as contemplated in the Distribution Agreement. The Distribution Agreement provides that the Trust will indemnify SIDCO against certain liabilities relating to untrue statements or omissions of material fact except those resulting from the reliance on information furnished to the Trust by SIDCO, or those resulting from the willful misfeasance, bad faith or gross negligence of SIDCO, or SIDCO’s reckless disregard of its duties and obligations under the Distribution Agreement. The Distributor, its affiliates and officers have no role in determining the investment policies or which instruments are to be purchased or sold by the Trust or the Funds. The Distributor is not affiliated with the Trust, the Sponsor or any stock exchange.

Additionally, the Sponsor may, from time to time, and from its own resources, pay, defray or absorb costs relating to distribution, including payments out of its own resources to the Distributor or to otherwise promote the sale of shares.

A summary of the material terms of the Distribution Agreement is disclosed in the “Material Contracts” section.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of certain of the U.S. federal income tax aspects of an investment in the Funds based upon the Code, Treasury Regulations promulgated thereunder and existing judicial and Internal Revenue Service (“IRS”) interpretations relating thereto, as of the date hereof, any of which could be changed at any time (possibly on a retroactive basis). A complete discussion of all federal, state, local and foreign tax aspects of an investment in a Fund is beyond the scope of this summary, and prospective investors must consult their own tax advisors on such matters.

If an investor is considering the purchase of Shares, the Trust urges investors to consult their own tax advisor concerning the particular U.S. federal income tax consequences to investors of the purchase, ownership and disposition of Shares, as well as any consequences to investors arising under the laws of any other taxing jurisdiction.

Status of the Funds

Each Fund expects to be classified as a publicly traded partnership under section 7704 of the Code. Each Fund expects to meet the qualifying income exception described below and be treated as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes. However, no assurance can be provided that the IRS will agree with the conclusions in these opinions or that at least 90 percent of the Funds’ income will be qualifying income.

Section 7704 of the Code defines a “publicly traded partnership” as any partnership in which the interests are (i) traded on an established securities market or (ii) readily tradable on a secondary market or the substantial equivalent thereof. The Code treats certain publicly traded partnerships as associations taxable as corporations. A publicly traded partnership may nonetheless be treated as a partnership if at least 90 percent of its gross income for each taxable year in “qualifying income.” Generally, qualifying income includes, among other things, interest, dividends, real property rents, gains from the sale of capital assets, gains from options, futures, or other forward contracts held in relation to the business of investing in securities, and, for certain partnerships, gains from commodities and from futures, forwards, and options with respect to commodities.

If a Fund were classified as an association taxable as a corporation, the Fund would be subject to federal income tax on any taxable income at regular corporate tax rates, reducing the amount of cash available for distribution to the Shareholders. In that event, the Shareholders would not be entitled to take into account their distributive shares of such Fund’s deductions in computing their taxable income, nor would they be subject to tax on such Fund’s income. Distributions to a Shareholder would be treated as dividends to the extent of such Fund’s current or accumulated earnings and profits, would then be treated as a return of basis to the extent of each Shareholder’s basis in its Shares and would be treated as gain to the extent any remaining distributions exceeded the Shareholder’s basis in its Shares. Overall, treatment of a Fund as an association taxable as a corporation would substantially reduce the anticipated benefits of an investment in such Fund. Each Fund must meet the qualifying income exception annually to avoid classification as an association taxable as a corporation.

Each Fund: (i) has not elected nor will elect to be treated as a corporation for U.S. federal income tax purposes; (ii) is not and will not be registered under the Investment Company Act; and (iii) will have at least 90 percent of its income derived from interest, dividends, real property rents, gains from the sale of capital assets, gains from options, futures, or other forward contracts held in relation to the business of investing in securities, and, if applicable, gains from commodities and from futures, forwards, and options with respect to commodities.

The remainder of this discussion assumes that each Fund will qualify to be taxed as a partnership for U.S. federal income tax purposes.

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U.S. Shareholders

For purposes of this discussion, the term “U.S. Shareholder” means a beneficial owner of Shares of either of the Funds that is: (i) an individual citizen or resident of the United States; (ii) a corporation, created in or organized under the laws of the United States, or organized under the laws of any political subdivision thereof; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; (iv) a trust if either (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust or (b) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes; or (v) any other person or entity that is treated for U.S. federal income tax purposes as if it were one of the foregoing.

If an entity classified as a partnership for U.S. federal income tax purposes is a Shareholder in either Fund, the tax treatment of each partner depends on the U.S. federal income tax classification of each partner.

The summary provided below is for informational purposes only. U.S. Shareholders and potential investors should consult their own tax advisors.

U.S. Tax Treatment of Fund and U.S. Shareholder Income

As partnerships, the Funds generally will not be subject to U.S. federal income tax. The Funds will file annual partnership information returns with the IRS that report the taxable income, gain, loss and deductions resulting from each Fund’s operations. Each U.S. Shareholder will be required to report separately on its U.S. federal income tax return its distributive share of the Fund’s ordinary income or loss, net long-term capital gain or loss, and net short-term capital gain or loss. Each Shareholder will receive a Schedule K-1 usually before March 31, each calendar year with respect to the previous year detailing the tax information necessary to complete these returns. Each U.S. Shareholder must report this information, if required, to the IRS regardless of whether the U.S. Shareholder has received or will receive a distribution of cash or other property from the Funds. Accordingly, a U.S. Shareholder may have a U.S. tax liability on its distributive share of a Fund’s income even if the U.S. Shareholder does not receive any distributions from the Fund. Because U.S. Shareholders will be taxed based on the allocations of income and gain from the Funds (for a further discussion of allocations to Shareholders, see Allocations of Fund Income, Gain, Loss and Deduction below), distributions of cash and marketable securities are generally not taxable to U.S. Shareholders to the extent of their tax basis in their Shares. Distributions in excess of tax basis are generally treated as gain from the deemed sale or exchange of Shares (see Tax Basis in Fund Shares and Distributions from a Fund below). In addition, a U.S. Shareholder is deemed to allow brokers and other financial institutions through which the U.S. Shareholder holds its Shares to provide identifying information to the Funds.

Interest income received by the Funds is taxed as ordinary income. The Funds may hold debt obligations with “original issue discount.” In such case, the Funds would be required to include amounts in taxable income on a current basis even though receipt of such amounts may occur in a subsequent year. The Funds may also acquire debt obligations with “market discount.” Upon disposition of such an obligation by either Fund, it generally would be required to treat gains realized as interest income to the extent of the market discount which accrued during the period the debt obligation was held by the Fund.

Code Section 1256 contracts, such as futures, most options traded on U.S. exchanges and certain foreign currency contracts, are taxed on a mark-to-market basis. The gain or loss on these contracts will be 60% long-term capital gain or loss and 40% short-term capital gain or loss. Generally, an individual taxpayer can carry back net capital losses on Section 1256 contracts three years to offset earlier gains on Section 1256 contracts. Generally, to the extent the taxpayer cannot offset past Section 1256 contract gains, he or she can carry forward such losses indefinitely.

Additionally, U.S. Shareholders who are individuals with income exceeding $200,000 ($250,000 if married filing jointly) and certain estates and trusts are subject to a Medicare contribution tax. This 3.8% tax is imposed on “net

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investment income,” which includes, among other things, potential income sources of the Funds such as interest, dividends and gross income and capital gains derived from passive activities and trading in securities or commodities.

Allocations of Fund Income, Gain, Loss and Deduction

A Shareholder’s distributive share of a Fund’s income, gain, loss, deduction or credit for U.S. federal income tax purposes is usually determined in accordance with the allocation provisions of the Fund’s organizational documents, such as the Trust Agreement between the Trustee and the Sponsor.

The Trust Agreement allocates the Fund’s taxable income, gain, loss and deduction to the Shareholders using a monthly convention. By investing in the Funds, a U.S. Shareholder agrees to report tax information to the IRS consistently with the income, gain, loss and deduction under the monthly convention and other tax reporting methods used by the Funds. Generally, Shareholders with Shares in each Fund as of the close of the last trading day of a month are allocated a proportionate share of the Fund’s income, gains, losses and deductions from the following month. Because of this one-month delay, Shareholders may be allocated items of a Fund’s income, gain, loss and deduction after having disposed of their Shares. Shareholders owning Shares at the close of the Funds’ first month of operations will be allocated a proportionate share of income, gain, loss and deduction from that first month. Each Fund generally will use a monthly convention for purposes of certain reverse section 704(c) allocations as well. Treasury Regulations generally require that the “book” capital accounts will be adjusted based on the fair market value of partnership property on the date of adjustment and do not explicitly allow the adoption of a monthly revaluation convention. This may result in a Shareholder being allocated unrealized gain in a Fund’s assets at the time of acquisition or not being allocated a full share of losses.

However, it is possible for the IRS to challenge the allocations outlined in the Trust Agreement. Under Section 704(b) of the Code, an allocation will not be respected if it lacks “substantial economic effect” or is not determined in accordance with the Shareholders’ capital interests in the Funds. If an allocation contained in the Trust Agreement does not meet this test, the IRS will make the allocation in accordance with its own determination of each Shareholder’s interest in a Fund. The Regulations under Section 704(b) of the Code are extremely complex and in many respects subject to varying interpretations. The Trust Agreement allocations may be deemed not to comply in all respects with the Regulations’ requirements for having substantial economic effect or for being deemed to be in accordance with the partners’ interests in the partnership. In such an event, some Shareholders’ distributive shares of a Fund’s taxable income may increase, while others’ may decrease. The Sponsor may use the remedial method of tax allocations as set forth in the Treasury Regulations. The Funds expect to have in effect an election under section 754 of the Code, which allows for adjustments to harmonize a Shareholder’s tax basis in a Fund’s assets with the Shareholder’s tax basis in Fund Shares. Under this election, when a Shareholder or Authorized Participant transfers, sells or otherwise disposes of Shares in a Fund, the recipient’s tax basis in the Fund’s assets must be adjusted to the fair market value or purchase price of the Shares at the time of the transfer. These adjustments to a Shareholder’s tax basis in the Funds’ assets may increase or decrease the Shareholder’s tax liability. Because Shareholders and the Authorized Participants will transfer, sell or otherwise dispose of their Shares on a regular basis, the Funds will employ the monthly convention described above to determine ownership of Shares when making adjustments to basis. The section 754 election is irrevocable unless the IRS consents to revocation.

A Fund may make an election under section 709 of the Code to deduct a defined portion of start-up expenses from its income in the first taxable year of operations. A Fund may then deduct any remaining start-up expenses ratably over the 180-month period beginning with the first month of Fund operations.

Limitations on Deductibility of Certain Losses and Expenses

Investment expenses of an individual, a trust and an estate are considered miscellaneous itemized deductions. Such items are deductible only to the extent they exceed 2% of the taxpayer’s adjusted gross income. The Code

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restricts the ability of an individual with an adjusted gross income in excess of a specified amount to deduct itemized deductions such that miscellaneous itemized deductions in excess of 2% of adjusted gross income, together with an individual’s other itemized deductions, will be reduced by the lesser of (i) 3% of the excess of the individual’s adjusted gross income over the specified amount or (ii) 80% of the amount of certain itemized deductions otherwise allowable for the taxable year. This limitation applies only to individuals with adjusted gross income over a “specified amount,” which amount is adjusted annually for inflation. For 2017, the specified amount is approximately $262,000 for individuals or $314,000 if married filing jointly. Moreover, miscellaneous itemized deductions are not deductible by a noncorporate taxpayer in calculating alternative minimum tax liability. For U.S. federal income tax purposes, certain organizational expenses incurred by the Funds may be amortized over a 180-month period. Other organizational and offering expenses must be capitalized. Neither the Funds nor any Shareholder will be entitled to any deduction for syndication expenses, nor may these expenses be amortized by the Funds or any Shareholder. The Code restricts the deductibility of losses from a “passive activity” against certain income that is not derived from a passive activity. This restriction applies to individuals, personal service corporations and certain closely held corporations. The Funds’ income and loss are not expected to be from passive activity under the Code.

Tax Basis in Fund Shares and Distributions from a Fund

A Shareholder’s tax basis in Shares of a Fund may affect the tax consequences to the Shareholder from a disposition of Shares, a distribution from a Fund or an allocation of taxable loss from the Fund. A Shareholder’s tax basis in its Shares is initially the sum of any cash and the Shareholder’s tax basis in securities or other property that it contributes to a Fund. Certain positive and negative adjustments are later made to a Shareholder’s initial tax basis of its Shares. A Shareholder’s tax basis increased principally by (i) any additional contributions made by the Shareholder to the Fund, (ii) the Shareholder’s distributive share of any Fund income, and (iii) the amount, if any, of the Shareholder’s share of such Fund’s indebtedness. A Shareholder’s tax basis is decreased, but not below zero, principally by (w) actual distributions of cash from the Fund to the Shareholder, (x) the tax basis of other property actually distributed from the Fund to the Shareholder, (y) the amount of the Shareholder’s distributive share of the Fund’s losses, and (z) any reduction in the Shareholder’s share of such Fund’s nonrecourse indebtedness. Special rules apply in determining the basis of an interest in a partnership which has been transferred in a taxable transaction or by reason of death. Each prospective investor should consult with its own tax advisor with regard to such transfers. Generally, a cash distribution to a U.S. Shareholder will be taxable only to the extent it exceeds the U.S. Shareholder’s basis in its Shares. In such case, the excess of cash over tax basis would generally be treated as gain from the deemed sale or exchange of Shares and be taxable as capital gain. Distributions of property other than cash (or certain ordinary income type assets) are generally not taxable, although any unrealized gain (the excess of the distributed property’s fair market value over its tax basis) with respect to such property may be taxable upon the subsequent disposition of such property.

Creation and Redemption of Baskets of Shares

Authorized Participants will regularly create and redeem Baskets of Shares in each Fund. These transactions will generally not trigger any tax consequences to Shareholders. However, the Funds expect to have in effect an election under section 754 of the Code (for a discussion of the section 754 election, see Allocations of Fund Income, Gain, Loss and Deduction above). Accordingly, an Authorized Participant’s creation or redemption of Baskets of Shares may impact a Shareholder’s tax basis in a Fund’s assets and such tax basis could impact the amount of gain or loss allocated to a Shareholder when the Fund disposes of assets. In addition, if a Fund must sell or otherwise dispose of Fund assets to honor a redemption request from an Authorized Participant, the gain or loss triggered by the sale of the Fund’s underlying assets will be allocated to the Shareholders.

Disposition of Shares

A U.S. Shareholder generally will recognize capital gain or loss on the sale or other taxable disposition of Shares or upon a complete withdrawal from a Fund. The amount of gain or loss recognized is the amount of cash, the

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fair market value of other property received, and the U.S. Shareholder’s pro rata share of a Fund’s liabilities less the U.S. Shareholder’s adjusted tax basis (see Tax Basis in Fund Shares and Distributions from a Fund, above for a discussion of adjustments to tax basis) in its Shares. Capital gain from Shares held for more than one year is considered long-term capital gain and may be eligible for reduced tax rates. U.S. Shareholders should, however, note that under certain circumstances, such as a disposition of Shares by a corporate U.S. Shareholder, all or a portion of the gain may be ineligible for the reduced capital gain tax rates or may be taxable as ordinary income. Lending Shares of the Funds pursuant to a securities lending program may result in negative tax consequences for a Shareholder, including a deemed disposal of the Shares for U.S. federal income tax purposes.

Technical Termination of the Funds

Either Fund could be considered technically terminated for U.S. federal income tax purposes if within a 12-month period there is a sale or exchange of 50 percent or more of the total interest in Fund capital and profits. Such a termination could cause a Shareholder with a taxable year different than a Fund’s taxable year to recognize a distributive share of Fund income relating to more than a twelve-month period in a single taxable year.

Audits and Adjustments to Tax Liability

Each Fund’s tax returns are subject to review by the IRS and other taxing authorities, which may dispute the Fund’s tax positions. There can be no assurance that these authorities will not adjust the tax figures reported in the Funds’ returns. Any recharacterizations or adjustments resulting from an audit may require each Shareholder to pay additional income taxes and interest and possibly result in an audit of other items on the Shareholder’s own return, and any audit of a Shareholder’s return could result in adjustments of the Fund’s income and deductions. Any adjustment would give rise to interest and could give rise to penalties.

Generally, upon an IRS audit, the tax treatment of Fund items will be determined at the Fund level pursuant to administrative or judicial proceedings conducted at the Fund level. In the event of an IRS audit, Shareholders will not participate in the proceedings. Rather, the Sponsor will act as the “tax matters partner,” as that term is defined in section 6231 of the Code, to represent the Fund on behalf of the Shareholders in any proceedings. Each Shareholder generally will be required to file its tax returns in a manner consistent with the information returns filed by the Fund or be subject to possible penalties, unless the Shareholder files a statement with its return on IRS Form 8082 describing any inconsistency. Pursuant to the Trust Agreement, the Sponsor will be the “tax matters partner” of the Funds. The Sponsor will be able to extend the statute of limitations on behalf of all Shareholders with respect to each Fund’s items. For tax years beginning before January 1, 2018, a Shareholder may file with the IRS a statement that the Sponsor does not have the authority to enter into a settlement agreement on behalf of that Shareholder.

Pursuant to new legislation effective for tax years beginning on or after January 1, 2018, audits of the Funds generally will continue to be conducted at the Fund level. Under the new audit procedures, the Sponsor will act as the “partnership representative,” as that term is defined in section 6223 of the Code, and have the authority to act on behalf of the Funds. Any adjustment that results in additional tax under these procedures (including interest and penalties thereon) will be assessed and collected at the Fund level in the current taxable year, with the Shareholders indirectly bearing such cost, unless the Fund makes an election to issue adjusted K-1s to those Shareholders that were Shareholders in the taxable year subject to audit. Therefore, unless a Fund elects otherwise, such Fund may be directly responsible in the current taxable year for the income tax liability resulting from an audit adjustment that relates to a prior taxable year in which a Shareholder did not own an interest in the Fund or in which the Shareholder’s ownership percentage has since changed. The full implications of these new rules are not yet known and Shareholders should consult their tax advisers regarding the potential implications of this new audit regime.

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Tax Shelter Disclosure Rules

As part of its campaign against abusive tax shelter activity, the U.S. Treasury Department has adopted regulations which may require special filings and record retention for numerous transactions that are not conventionally regarded as tax shelters. There are significant penalties imposed on an investor for failing to comply with the filing and recordkeeping requirements. Depending upon the nature of transactions effected by a Fund that result in losses, when the Fund files its tax return it may be required to make a special report of its transactions to the IRS on Form 8886. These reporting requirements may also apply to U.S. Shareholder. For example, a U.S. Shareholder who is an individual, an S corporation or a trust (or a partnership with one of the foregoing as a partner), and whose allocable share of Fund losses equals or exceeds $2,000,000 in any year or an aggregate of $4,000,000 in any six year period, will also be required to file an IRS Form 8886 with his tax return. For corporate Shareholders the thresholds are $10,000,000 in any one year or $20,000,000 over a six-year period.

If a Fund effects a transaction that it believes is reportable, it will advise the affected investors. An investor should consult his own tax advisors about his filing obligations with respect to his investment in the Fund and should keep a copy of this document and other information supplied to him in connection with his investment, as he may be required to report the name and address of all persons to whom he paid a fee and who either promoted, solicited or recommended his investment in the Fund or to whom he paid a fee for tax advice regarding the investment.

If an investment in a Fund or a Fund’s transactions are “reportable transactions,” the Sponsor is required to maintain records, including investor lists containing identifying information, and to furnish those records to the IRS upon demand. The Sponsor may also be required to file an information return with the IRS with respect to a reportable transaction. Under the above rules, a Shareholder’s recognition of a loss of $2,000,000 for a Shareholder that is an individual, an S corporation or a trust or $10,000,000 for a Shareholder that is a corporation upon its disposition of its Shares could also constitute a “reportable transaction” for such Shareholder. Investors should consult with their advisors concerning the application of these reporting obligations to their specific situations.

There are significant penalties imposed on both an investor and the Sponsor for failing to comply with the filing and record keeping requirements. The Sponsor intends to comply with any applicable disclosure requirements and to maintain any required investor lists and other records. U.S. Shareholders should consult their own tax advisors regarding any tax reporting or filing obligations they may have as a result of their acquisition, ownership or disposition of Shares.

Tax-Exempt Organizations or Retirement Accounts

Generally, an exempt organization (including, but not limited to, a qualified pension or profit sharing plan exempt under Section 501(a) of the Code or a charitable organization) is exempt from U.S. federal income tax on its passive investment income, such as dividends, interest and capital gains, whether realized by the organization directly or indirectly through a partnership in which it is a partner. This general exemption from tax, however, does not apply to the “unrelated business taxable income” (“UBTI”) of an exempt organization. UBTI includes income that is not substantially related to its exempt purpose or function and “unrelated debt-financed income,” which generally consists of (i) income derived by an exempt organization (directly or through a partnership) from income-producing property with respect to which there is “acquisition indebtedness” at any time during the taxable year, and (ii) gains derived by an exempt organization (directly or through a partnership) from the disposition of property with respect to which there is “acquisition indebtedness” at any time during the twelve-month period ending with the date of such disposition. Acquisition indebtedness arises when (i) property is acquired using debt, or (ii) if debt obligation is not contemporaneous with the acquisition, the debt would not have been incurred except for the acquisition and, in the case of debt incurred after the acquisition, the debt obligation was reasonably foreseeable by the acquiring party. To the extent a Fund recognizes income (e.g., dividends, interest, and income from futures contracts, forwards, or other derivatives) from securities with

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respect to which there is acquisition indebtedness during a taxable year, the proportion of such income that will be treated as UBTI by a tax exempt organization generally will be equal to the proportion by which the “average acquisition indebtedness” incurred with respect to such securities bears to the “average amount of the adjusted basis” of such securities during the taxable year. To the extent a Fund recognizes capital gains from securities with respect to which there is acquisition indebtedness at any time during the twelve-month period ending with the date of their disposition, the percentage of such gain which will be treated as UBTI will be based on the percentage which the highest amount of such acquisition indebtedness is of the “average amount of the adjusted basis” of such securities during the taxable year. In determining the unrelated debt-financed income of the Fund, an allocable portion of deductions directly connected with the Fund’s debt-financed property is taken into account. Thus, for instance, a percentage of capital losses from debt-financed securities (based on the debt/basis percentage calculation described above) would offset gains treated as UBTI.

As the calculation of a Fund’s “unrelated debt-financed income” is complex and will depend in large part on the amount of leverage used by the Fund from time to time, it is impossible to predict what percentage of the Fund’s income and gains will be treated as UBTI for a Shareholder which is an exempt organization. An exempt organization’s share of the income or gains of the Shareholder which is treated as UBTI may not be offset by losses of the exempt organization either from the Shareholder or otherwise, unless such losses are treated as attributable to an unrelated trade or business (e.g., losses from securities for which there is acquisition indebtedness). To the extent that the Fund generates UBTI, the applicable federal tax rate for such a Shareholder generally would be either the corporate or trust tax rate depending upon the nature of the particular exempt organization. An exempt organization may be required to support, to the satisfaction of the IRS, the method used to calculate its UBTI. The Funds will be required to report to a Shareholder which is an exempt organization information as to the portion of its income and gains from the Fund for each year which will be treated as UBTI. The calculation of such amount with respect to transactions entered into by a Fund is highly complex, and there is no assurance that the Funds’ calculation of UBTI will be accepted by the IRS. In general, if UBTI is allocated to an exempt organization such as a qualified retirement plan or a private foundation, the portion of a Fund’s income and gains which is not treated as UBTI will continue to be exempt from tax, as will the organization’s income and gains from other investments which are not treated as UBTI. Therefore, the possibility of realizing UBTI from its investment in the Funds generally should not affect the tax-exempt status of such an exempt organization. However, a charitable remainder trust will be subject to a 100% U.S. federal excise tax on any UBTI it recognizes. Moreover, the charitable contribution deduction for a trust under Section 642(c) of the Code may be limited for any year in which the trust has UBTI. A prospective investor should consult its tax advisor with respect to the tax consequences of receiving UBTI from the Funds.

Non-U.S. Shareholders

For purposes of this discussion, the term “Non-U.S. Shareholder” means a beneficial owner of Shares of the Funds that is not a U.S. Shareholder as defined above. Prospective non-U.S. investors are urged to consult with their U.S. tax advisors regarding the U.S. federal income, state and local tax consequences before investing in the Funds.

A Non-U.S Shareholder is generally subject to U.S. federal income tax on any income that is “effectively connected” with a U.S. trade or business (“ECI”). If the Fund were engaged in a U.S. trade or business, each Non-U.S. Shareholder would in turn be deemed to be engaged in a U.S. trade or business, and the Non-U.S. Shareholder’s distributive share (for a discussion of a Shareholder’s distributive share from a Fund, see U.S. Shareholders—Allocations of Fund Income, Gain, Loss and Deduction above) of Fund income would be ECI. ECI is subject to net basis withholding, and the Funds would generally be required to withhold from any allocations or distributions of ECI to a Non-U.S. Shareholder an amount calculated based on the Non-U.S. Shareholder’s net income using the highest U.S. federal income tax rate (or the lower rate specified by an applicable income tax treaty). Additionally, a corporate Non-U.S. Shareholder could be subject to an additional branch profits tax at a rate of 30% (or the lower rate specified by an applicable income tax treaty) on effectively connected net earnings and profits that are not retained in the U.S. branch. The Funds, however, do not expect to

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be engaged in a U.S. trade or business and accordingly do not anticipate that any Non-U.S. Shareholder will be allocated any ECI. Any amounts withheld from a non-U.S. Shareholder by the Fund will be treated as a distribution to the Non-U.S. Shareholder.

A Non-U.S. Shareholder is additionally subject to U.S. federal income tax on its distributive share of income from U.S. sources that are fixed, determinable, annual or periodic, such as interest, dividends, rents, and royalties but is not connected with any U.S. trade or business (“FDAP”). FDAP income is subject to 30% withholding on a gross basis. Any amount withheld by the Funds from a non-U.S. Shareholder’s FDAP income will be treated as a distribution to the Non-U.S. Shareholder. The Fund expects that all or a portion of a Non-U.S. Shareholder’s distributive share of interest income from the Fund will be eligible for the so-called “portfolio interest exemption,” which generally exempts a Non-U.S. Shareholder from U.S. federal tax withholding on interest income from paid on a debt obligation that is in “registered form,” as defined in the Code. The Funds will not withhold on a Non-U.S. Shareholder’s distributive share of interest income eligible for the portfolio interest exemption if the Non-U.S. Shareholder provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form) certifying its non-U.S. status and certain other identifying information.

A Non-U.S. Shareholder will generally not be subject to U.S. federal income tax withholding on gain recognized upon the sale, disposition or taxable exchange of Shares or its distributive share of Fund gains. However, an individual Non-U.S. Shareholder will be subject to U.S. federal income tax at the rate of 30% (or a lower tax treaty rate) if (i) such individual is present in the United States for 183 days or more during the taxable year (on a calendar year basis unless the individual has previously established a different taxable year) and (ii) such gain is derived from U.S. sources. Generally, the source of gain upon the sale, disposition or taxable exchange Shares is determined by the place of residence of the Shareholder. For purposes of determining the source of gain, however, the Code defines residency in a manner that may result in an individual who is otherwise a non-resident alien with respect to the U.S. being treated as a U.S. resident. Each potential individual Non-U.S. Shareholder who anticipates being present in the U.S. for 183 days or more in any taxable year should consult his tax advisor with respect to the possible application of this rule. Additionally, special rules may apply to a Non-U.S. Shareholder that (i) has an office or other fixed place of business in the United States to which such a dividend or gain is attributable or (ii) is subject to tax as a U.S. expatriate, a controlled foreign corporation, a passive foreign investment company, or a corporation that accumulates earnings to avoid U.S. federal income tax. These persons in particular are urged to consult their U.S. tax advisers before investing in a Fund.

The Foreign Account Tax Compliance Act, as codified in sections 1471 through 1474 of Code, imposes a 30% withholding tax on U.S.-source dividends, interest and other income items, and, after December 31, 2018, on the gross proceeds from the disposition of property producing U.S.-source dividends and interest, paid to (i) foreign financial institutions unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information, and determine certain other information as to their account holders, or (ii) in the event that an applicable intergovernmental agreement and implementing legislation are adopted, provide local revenue authorities with similar account holder information. Other foreign entities will need to either provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply. Prospective non-U.S. investors should discuss the potential consequences of the Foreign Account Tax Compliance Act with their U.S. tax advisors before investing in the Funds.

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Certain U.S. State and Local Taxation Matters

In addition to the U.S. federal income tax consequences described above, all prospective investors should consider potential state and local tax consequences of an investment in a Fund. State and local tax laws often differ from U.S. federal income tax laws with respect to the treatment of specific items of income, gain, loss, deduction and credit. A Shareholder’s distributive share of the taxable income or loss of a Fund generally will be required to be included in determining its reportable income for state and local tax purposes in the U.S. jurisdiction in which it is a resident, if any. In addition to being taxed in its own state or locality of residence, a Shareholder may be subject to tax return filing obligations and income, franchise and other taxes in jurisdictions in which a Fund or the entities in which the Fund invests that are treated as partnerships, if any, are considered to be doing business. Prospective investors should consult with their own advisors as to the applicability of such rules in jurisdictions that may require or impose a filing requirement.

Backup Withholding

A Fund will be required to withhold at a 28% rate and remit to the Treasury Department (“backup withholding”) such amounts withheld from any distributions paid to a Shareholder who: (i) has failed to provide a correct taxpayer identification number; (ii) is subject to back-up withholding by the IRS; (iii) has failed to certify to the Fund that such shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a U.S. resident alien). Backup withholding is not an additional tax and any amount withheld may be credited against a Shareholder’s U.S. federal income tax liability.

ACCORDINGLY, PROSPECTIVE INVESTORS IN THE TRUST MUST CONSULT THEIR INDEPENDENT TAX ADVISORS WITH SPECIFIC REFERENCE TO THEIR OWN PARTICULAR TAX SITUATION UNDER U.S. FEDERAL LAW AND THE PROVISIONS OF APPLICABLE STATE, LOCAL, FOREIGN AND OTHER LAWS BEFORE SUBSCRIBING FOR SHARES.

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ERISA AND RELATED CONSIDERATIONS

General

[The following section sets forth certain consequences under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Code, which a fiduciary of an “employee benefit plan” as defined in and subject to ERISA or of a “plan” as defined in and subject to Section 4975 of the Code who has investment discretion should consider before deciding to invest the plan’s assets in a Fund (such “employee benefit plans” and “plans” being referred to herein as “Plans,” and such fiduciaries with investment discretion being referred to herein as “Plan Fiduciaries”). The following summary is not intended to be complete, but only to address certain questions under ERISA and the Code which are likely to be raised by the Plan Fiduciary’s own counsel.

In general, the terms “employee benefit plan” as defined in and subject to Title I of ERISA and “plan” as defined in Section 4975 of the Code together refer to any plan or account of various types which provide retirement benefits or welfare benefits to an individual or to an employer’s employees and their beneficiaries. Such plans and accounts include, but are not limited to, corporate pension and profit-sharing plans, “simplified employee pension plans,” plans for self-employed individuals (including partners), individual retirement accounts described in Section 408 of the Code and medical plans.

Each Plan Fiduciary must give appropriate consideration to the facts and circumstances that are relevant to an investment in a Fund, which may include, among other things, the role that such an investment would play in the Plan’s overall investment portfolio. Each Plan Fiduciary, before deciding to invest in a Fund, must be satisfied that such investment is prudent for the Plan, that the investments of the Plan, including the investment in a Fund, are diversified so as to minimize the risk of large losses and that an investment in a Fund complies with the Plan documents and that the purchase will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code.

EACH PLAN FIDUCIARY CONSIDERING ACQUIRING SHARES ON BEHALF OF A PLAN MUST CONSULT WITH ITS OWN LEGAL AND TAX ADVISORS BEFORE DOING SO. AN INVESTMENT IN A FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. NEITHER FUND IS INTENDED AS A COMPLETE INVESTMENT PROGRAM.

“Plan Assets”

ERISA and a regulation issued thereunder by the U.S. Department of Labor contain rules for determining when an investment by a Plan in an equity interest of an entity will result in the underlying assets of such entity being considered to constitute assets of the Plan for purposes of ERISA and Section 4975 of the Code (i.e., “plan assets”). Those rules provide that assets of an entity will not be considered assets of a Plan which purchases an equity interest in the entity if one or more exceptions apply, including (1) an exception applicable if the equity interest purchased is a “publicly-offered security” (the “Publicly-Offered Security Exception”), and (2) an exception applicable if equity interests purchased by a plan are not significant.

The Publicly-Offered Security Exception applies if the equity interest is a security that is (1) “freely transferable,” (2) part of a class of securities that is “widely held” and (3) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, or (b) sold to the Plan as part of a public offering pursuant to an effective registration statement under the Securities Act of 1933 and the class of which such security is a part is registered under the Exchange Act within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred.

The Trust expects that the Publicly-Offered Security Exception should apply with respect to the Shares of each Fund.

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Ineligible Purchasers

Among other considerations, Shares generally may not be purchased with the assets of a Plan if the Sponsor, the Clearing FCM or any of their respective affiliates, any of their respective employees or any employees of their respective affiliates: (1) has investment discretion with respect to the investment of such plan assets; (2) has authority or responsibility to give or regularly gives investment advice with respect to such plan assets, for a fee, and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such plan assets and that such advice will be based on the particular investment needs of the Plan; or (3) is an employer maintaining or contributing to such Plan. A party that is described in clause (1) or (2) of the preceding sentence would be a fiduciary under ERISA and the Code with respect to the Plan, and unless an exemption applies, any such purchase might result in a “prohibited transaction” under ERISA and the Code.

Except as otherwise set forth, the foregoing statements regarding the consequences under ERISA and the Code of an investment in Shares of the Funds are based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that will not make the foregoing statements incorrect or incomplete.

THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISORS AS TO THE PROPRIETY OF AN INVESTMENT IN SHARES IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN AND CURRENT TAX LAW.]

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LEGAL MATTERS

Willkie Farr & Gallagher LLP has advised the Sponsor in connection with the Shares being offered hereby. Willkie Farr & Gallagher LLP also advises the Sponsor with respect to its responsibilities as Sponsor, and with respect to matters relating to, the Trust and each Fund. The validity of the Shares will be passed upon for the Sponsor by [●]. Willkie Farr & Gallagher LLP has prepared the sections “Certain U.S. Federal Income Tax Consequences” and “ERISA And Related Considerations.”

No counsel has been engaged to act on behalf of the shareholders with respect to matters relating to the Trust or any Fund. Certain opinions of counsel will be filed with the SEC as exhibits to the Registration Statement of which this Prospectus is a part.

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EXPERTS

Cohen & Company, Ltd. will audit the Statement of Financial Condition of the Funds as of [●]. The Statement of Financial Condition of the Fund appears in this Prospectus in reliance on their report thereon, given on their authority as experts in accounting and auditing.

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MATERIAL CONTRACTS

Administration Agreement

SEI serves as the Fund’s administrator pursuant to the terms of an administration agreement among the Trust, on behalf of itself and the Funds, the Administrator and the Sponsor (the “Administration Agreement”). As Administrator, SEI performs or supervises the performance of services necessary for the operation and administration of the Funds (other than making investment decisions or providing services provided by other service providers), including the NAV calculations, accounting and other fund administrative services.

The Administration Agreement has an initial term of three years and, after the initial term, will continue in effect for successive three year periods unless terminated on at least ninety (90) days’ prior written notice by any party to the other parties. The Administration Agreement may be terminated by any party giving prior notice in writing to the other parties if at any time: (i) the other party or parties have been first notified in writing that such party shall have materially failed to perform its duties and obligations under the Administration Agreement (such notice shall be of the specific asserted material breach); and (ii) the party receiving the noticed failure shall not have remedied the noticed failure within sixty (60) days after receipt of the noticed failure requiring it to be remedied.

In its capacity as Administrator, SEI is both exculpated and indemnified under the Administration Agreement.

Futures Account Agreement

[        ] serves as the Fund’s Clearing FCM pursuant to the terms of a brokerage agreement among the Trust, on behalf of itself and the Funds, the Clearing FCM and the Sponsor (the “Futures Account Agreement”). As Clearing FCM, [        ] serves as the Funds’ clearing broker and as such arranges for the execution and clearing of the Funds’ futures transactions. [Pursuant to the Futures Account Agreement, the Funds agree to indemnify and hold harmless both [●], its directors, officers, employees, agents and affiliates from and against all claims, damages, losses and costs (including reasonable attorneys’ fees) incurred by [●] in connection with: (1) any failure by the Funds to perform its obligations under the Futures Account Agreement and any exercise by [●] of its rights and remedies thereunder; (2) any failure by the Funds to comply with the applicable law; (3) any action reasonably taken by [●] or its affiliates or agents to comply with the applicable law; and (4) any reliance by [●] on any instruction, notice or communication that [●] reasonably believes to originate from a person authorized to act on behalf of the Funds. Also, the Funds agree to remain liable for and pay to [●] on demand the amount of any deficiency in the Funds’ accounts, and the Funds shall reimburse, compensate and indemnify [●] for any and all costs, losses, penalties, fines, taxes and damages that [●] may incur in collecting such deficiency or otherwise exercising its rights and remedies under the Futures Account Agreement.

The Futures Account Agreement may be terminated at any time by the Funds, or [●], by written notice to the other.]

Custody Agreement

[Pursuant to the terms of a custody agreement between the Trust, on behalf of the Funds, and [●] (the “Custody Agreement”), [●] serves as custodian of all instruments and cash at any time delivered to the Custodian by the Funds during the term of the Custody Agreement. The Custody Agreement authorizes the Custodian to hold the Fund’s securities in the name of the Custodian or the names of its nominees. Pursuant to the terms of the Custody Agreement, the Custodian may deposit and/or maintain the investment assets of the Funds in a securities depository and may appoint a sub-custodian to hold investment assets of the Funds. The Custodian establishes and maintains one or more securities accounts and cash accounts for the Funds pursuant to the Custody Agreement. The Custodian maintains separate and distinct books and records segregating the assets of the Funds.

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The Custody Agreement may be terminated by a party by giving to the other party a notice in writing specifying the date of such termination, which will not be less than ninety (90) days after the date of such notice.

In its capacity as Custodian, [●] and any sub-custodian, and their respective agents, nominees and partners, employees, officers and directors are both exculpated and indemnified under the Custody Agreement.

Transfer Agency and Service Agreement

Pursuant to the transfer agency and services agreement between the Trust, on behalf of the Funds, and [●] (the “TA Agreement”) [●] serves as the Funds’ transfer agent and agent in connection with certain other activities as provided under the TA Agreement. Under the TA Agreement, [●]’s services include, among other things, assisting the Funds with the issuance and redemption of Baskets to and from Authorized Participants, recording the issuance of Baskets and maintaining a record of the total number of Baskets that are authorized, issued and outstanding based upon data provided to [●] by the Funds or the Sponsor.

The TA Agreement will continue in effect for [one] year and shall renew automatically for additional one-year terms unless terminated on at least ninety (90) days’ prior written notice by any party to the other parties. Notwithstanding the foregoing, any party may terminate the TA Agreement upon the breach of another party of any material term of the TA Agreement if such breach is not cured within ninety (90) days of notice of such breach to the breaching party. In absence of any material breach of the TA Servicing Agreement, should the Trust or Sponsor elect to terminate the TA Agreement prior to the end of the [one] year term, the Trust or Sponsor has agreed to pay fees related to movement of records and material and other administrative tasks, as well as any out-of-pocket expenses associated therewith.]

In its capacity as transfer agent, [●] and its respective agents, nominees and partners, employees, officers and directors are both exculpated and indemnified under the TA Agreement.]

Distribution Agreement

SIDCO serves as the Fund’s distributor pursuant to the terms of a distribution agreement among the Trust, on behalf of itself and the Funds, the Distributor and the Sponsor (the “Distribution Agreement”). As a result, SIDCO assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing of Shares including reviewing and approving marketing materials.

The Distribution Agreement has an initial period of three years and, after the initial term, will continue in effect for successive three year periods unless terminated by either party at the end of the initial term or the end of any renewal term on sixty (60) days’ prior written notice. In the event the Trust gives notice of termination, all expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor service provider, and all trailing expenses incurred by Distributor, will be borne by the Trust.

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WHERE YOU CAN FIND MORE INFORMATION

The Sponsor has filed on behalf of the Funds a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933. This Prospectus does not contain all of the information contained in the Registration Statement, including the exhibits to the Registration Statement, parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information about the Funds and the Shares, please refer to the Registration Statement, which you may inspect without charge at the public reference facilities of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at the below address.

The Funds are subject to the informational and reporting requirements of the Exchange Act, and the Sponsor will file periodic and current reports and other information with the SEC. The Sponsor will file an updated prospectus annually for the Funds pursuant to the Securities Act of 1933. These reports and other information can be inspected at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 20549, where they may be copied at prescribed rates, and online at www.sec.gov. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov.

The Sponsor will furnish you, through the Trustee, with annual reports as required by rules and regulations of the SEC, as well as with reports required by the CFTC and NFA, including, but not limited to, annual audited financial statements certified by independent public accountants and any other reports required by any other governmental authority that has jurisdiction over the activities of the Funds. In addition, each month the Sponsor will post on its website (http://www.metaurus.com) such information relating to the Shares as the CFTC and NFA may require to be given to participants in commodity pools (like the Funds) and any such other information as the Sponsor may deem appropriate. You will be provided with appropriate information to permit you (on a timely basis) to file U.S. federal and state income tax returns with respect to your Shares. Additional reports may be posted online at the Sponsor’s website in the discretion of the Sponsor or as required by regulatory authorities.

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DISCLAIMERS

[NYSE Arca Disclaimer

Shares of the Funds are not sponsored, endorsed or promoted by NYSE Arca. NYSE Arca makes no representation or warranty, express or implied, to the owners of the Shares of the Funds or any member of the public regarding the ability of a Fund to track the total return performance of its Underlying Index or the ability of an Underlying Index to track stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or the calculation of an Underlying Index, nor in the determination of the timing of, prices of, or quantities of Shares of the Funds to be issued, nor in the determination or calculation of the equation by which the Shares are redeemable. NYSE Arca has no obligation or liability to owners of the Shares of the Funds in connection with the administration, marketing or trading of the Shares of the Funds.

NYSE Arca does not guarantee the accuracy and/or the completeness of an Underlying Index or any data included therein. NYSE Arca makes no warranty, express or implied, as to results to be obtained by the Trust on behalf of the Funds as licensee, licensee’s customers and counterparties, owners of the Shares of the Funds, or any other person or entity from the use of the subject index or any data included therein in connection with the rights licensed as described herein or for any other use. NYSE Arca makes no express or implied warranties and hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect to an Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall NYSE Arca have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.]

Sponsor Disclaimer

The Sponsor does not guarantee the accuracy or the completeness of the Underlying Indexes or any data included therein and the Sponsor shall have no liability for any errors, omissions or interruptions therein. The Sponsor makes no warranty, express or implied, to the owners of Shares of the Funds or to any other person or entity, as to results to be obtained by a Fund from the use of its Underlying Index or any data included therein. The Sponsor makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to Underlying Indexes or any data included therein. Without limiting any of the foregoing, in no event shall the Sponsor have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.

Solactive Disclaimer

The Funds are not sponsored, promoted, sold or supported in any other manner by Solactive nor does Solactive offer any express or implicit guarantee or assurance either with regard to the results of using the Underlying Indexes and/or Underlying Indexes trade marks or the Solactive index pricing level at any time or in any other respect. The Underlying Indexes are calculated and published by Solactive. Solactive uses its best efforts to ensure that the Underlying Index is calculated correctly. Irrespective of its obligations towards the Funds, Solactive has no obligation to point out errors in the Underlying Indexes to third parties including but not limited to investors and/or financial intermediaries of financial instruments that reference the Underlying Indexes. Neither publication of the Underlying Indexes by Solactive nor the licensing of the Underlying Indexes or any trade mark associated with the Underlying Indexes for the purpose of use in connection with any financial instrument constitutes a recommendation by Solactive to invest capital in said financial instrument or does it in any way represent an assurance or opinion of Solactive with regard to any investment in any financial instrument.

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GLOSSARY

Each of the following terms in the prospectus has the meaning set out below:

“Advisory Committee”—Each Fund will maintain an advisory committee which, at the Sponsor’s discretion, will be consulted with respect to potential conflicts of interest and other matters concerning the operations of the Fund.

“Advisory Committee and Officer Expenses”—Advisory Committee fees and expenses, including annual fees of the independent members of the Advisory Committee. Each Fund will also pay its allocable portion of the premiums for the director and officer insurance coverage (which includes coverage of the Advisory Committee Members) and errors and commission insurance coverage.

“Authorized Participant”—A person who, at the time of submitting to the Trustee, or any trust administrator appointed by the Trustee, a purchase or redemption order: (1) is a registered broker-dealer; (2) is a registered futures commission merchant and/or clears through a registered futures commission merchant; (3) is a DTC Participant and a member of the NSCC; (4) has entered into an Authorized Participant Agreement; and (5) is in a position to transfer the required Deposit Instruments and/or the Cash Component to, and take delivery from, the Trust, on behalf of the Funds.

“Authorized Participant Agreement”—An agreement that sets out the procedures for the creation and redemption of Baskets and for the delivery of cash required for such creations or redemptions.

“Basket”—A block of 50,000 Shares.

“Business Day”—Any day on which the NYSE Arca is open for business, including any partial-day opening.

“Calculation Agent” or “Solactive”—Solactive AG serves as calculation agent. The Calculation Agent is solely responsible for calculating and maintaining the Solactive Dividend Index and the Solactive Ex-Dividend Index.

“Cash Component”—An amount of cash in U.S. dollars exchanged in part for Shares.

“CEA”—The United States Commodity Exchange Act, as amended.

“CFTC”—Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States, or any successor governmental agency in the United States.

“CME” —The Chicago Mercantile Exchange.

“Clearing FCM”—[                            ], or any other futures commission merchant appointed by the Sponsor as clearing futures commission merchant for the Fund.

“Code”—The United States Internal Revenue Code of 1986, as amended.

“Custodian” or “[●]”—The custodian for the Funds is [●], [●] also acts as the transfer agent for the Funds.

“Cut-Off Time”—The earlier of (i) 2:00 p.m., Eastern Time or (ii) two hours prior to the scheduled closing time of the trading session on the relevant Fund’s primary listing exchange.

“EFRP”—An off market transaction which involves the swapping (or exchanging) of an over-the-counter (“OTC”) position for a futures position. The OTC transaction must be for the same or similar quantity or amount of a specified commodity, or a substantially similar commodity or instrument. In order that an EFRP transaction

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can take place, the OTC side and futures components must be “substantially similar” in terms of either value and or quantity. The net result is that the OTC position (and the inherent counterparty credit exposure) is transferred from the OTC market to the futures market. EFRPs can also work in reverse, where a futures position can be reversed and transferred to the OTC market.

“ERISA”—The Employee Retirement Income Security Act of 1974, as amended.

“ETF”—Exchange-traded fund.

“Exchange Act”—The United States Securities Exchange Act of 1934, as amended.

“Deposit Instruments”—A designated portfolio of securities and other financial instruments constituting an approximate replication of a Fund’s Underlying Index.

“Dividend Points Index”—S&P 500 Dividend Points Index (Annual).

“DTC”—The Depository Trust Company, or its successor.

“DTC Participant”—An entity that has an account with DTC.

“Federal Reserve”—The Federal Reserve System.

“FINRA”—Financial Industry Regulatory Authority, which was created in July 2007 through the consolidation of NASD and the member regulation, enforcement and arbitration functions of the New York Stock Exchange.

“IFV”—Indicative Fund Value, which will be calculated and disseminated by a third party service provider in accordance with the rules of the NYSE Arca.

“Index Components”—the components of an Underlying Index.

“Indirect Participant”—An entity that has access to the DTC clearing system by clearing securities through, or maintaining a custodial relationship with, a DTC Participant.

“Initial Purchaser”—[●].

“Investment Advisers Act”—The Investment Advisers Act of 1940.

“Investment Company Act”—The Investment Company Act of 1940.

“IRS”—Internal Revenue Service.

“Metaurus”—Metaurus Advisors LLC.

“NASD”—National Association of Securities Dealers.

“NAV”—The net asset value.

“NFA”—National Futures Association.

“NSCC”—The National Securities Clearing Corporation.

“NYSE Arca”—NYSE Arca, Inc.

“Plans”—Employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or the Code.

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“Portfolio Deposit”—The Deposit Instruments and the Cash Component constitute the Portfolio Deposit, which represents the minimum initial and subsequent investment amount for a Basket of the Fund.

“Shares”—Units representing fractional undivided beneficial interests in, and ownership of, the net assets of the Fund.

“S&P 500”—The S&P 500^® Index.

“S&P 500 Dividend Futures Contracts”—Annual S&P 500 Dividend Index futures contracts traded on CME.

“S&P 500 Index Futures Contracts”—Quarterly S&P 500 Index futures contracts traded on CME

“SEC”—Securities and Exchange Commission of the United States.

“SEI” or the “Administrator”—SEI Investments Global Fund Services, the Administrator of the Funds.

“SIDCO” or the “Distributor”—SEI Investments Distribution Co., the Distributor of the Funds.

“Shareholders”—Shareholders of a Fund.

“Solactive Dividend Index”—Solactive U.S. Cumulative Dividends Index—Series 2027. For an explanation of how the Solactive Ex-Dividend Index is calculated, see “Description of the Solactive Ex-Dividend Index.”

“Solactive Ex-Dividend Index”—Solactive U.S. Equity Cumulative Ex-Dividends Index—Series 2027. For an explanation of how the Solactive Ex-Dividend Index is calculated, see “Description of the Solactive Ex-Dividend Index.”

“Sponsor”—Metaurus Advisors LLC, a limited liability company formed in the State of Delaware. The Sponsor is registered with the CFTC as a commodity pool operator.

“SPY”—SPDR S&P 500 ETF, an ETF which seeks to track the S&P 500^® Index.

“Treasury Securities”—U.S. treasury securities.

“Trust”—The Metaurus Equity Commodity Trust, a Delaware statutory trust.

“Trust Agreement”—The amended and restated declaration of trust between the Sponsor and the Trustee.

“Trustee”—Wilmington Trust, N.A., a national banking association.

“Underlying Indexes”—The Solactive Dividend Index together with the Solactive Ex-Dividend Index.

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FORM OF STATEMENT OF FINANCIAL CONDITION

[Financial statements will be filed by pre-effective amendment.]

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Metaurus Equity Component Trust

[●] Shares

PROSPECTUS

[●]

Until [●], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

STATEMENT OF ADDITIONAL INFORMATION

Dated [●]

To

Metaurus Equity Component Trust

(A Delaware Statutory Trust)

U.S. EQUITY CUMULATIVE DIVIDENDS FUND—SERIES 2027

U.S. EQUITY EX-DIVIDEND FUND—SERIES 2027

This is a speculative investment which involves risk of loss.

See “Risk Factors” beginning on page 13 in Part One.

THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN IMPORTANT INFORMATION

Dated [●]

PART TWO: STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

	Page
The Commodity Futures Markets		1

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COMMODITY FUTURES MARKETS

The following section provides a descriptive overview of the commodity futures markets. The overview briefly covers commodity futures and the regulatory scheme pursuant to which the Funds and commodity markets generally operate. The following description is a summary only; it is not intended to be complete.

Commodity Futures

Commodity futures contracts are, generally, contracts made on a commodity exchange or other trading facility (these may be referred to collectively as “exchanges”) that provide for the future delivery of various agricultural commodities, industrial commodities, foreign currencies or financial instruments at a specified date, time and place. Futures contracts on certain commodities may also be privately negotiated (i.e., traded over-the-counter) in certain circumstances.

A “trading facility” is, generally, a person or group of persons that provides a physical or electronic facility or system in which multiple participants have the ability to execute or trade agreements, contracts or transactions by accepting bids and offers made by other participants that are open to multiple participants in the facility or system. Trading facilities include traditional commodity exchanges or regulated (designated) contract markets that provide market facilities for trading in futures contracts relating to specified commodities. Among the principal regulated contract markets in the United States is the CME Group (including the Chicago Mercantile Exchange, the New York Mercantile Exchange, Inc., the Chicago Board of Trade and the International Monetary Market). Some of these exchanges operate a traditional “open outcry” market for certain contracts traded on the exchange. Each of these exchanges operates electronic trading facilities for its contracts. Some exchanges are electronic only. Investors should note that various government agencies have investigated practices engaged in on the floors of the CME Group and certain New York exchanges, and a number of floor brokers in the CME Group were indicted and some were convicted for certain trading practices. Bids and offers for contracts traded on electronic trading facilities are matched by predetermined automated execution algorithms.

Exchange-traded futures contracts are uniform for each commodity and vary only with respect to price and delivery time. A commodity futures contract to accept delivery (buy) is referred to as a “long” contract; conversely a contract to make delivery (sell) is referred to as a “short” contract. Until a commodity futures contract is satisfied by delivery or offset it is said to be an “open” position. The contractual obligations may be satisfied either by taking or making physical delivery of an approved grade of the commodity (or cash settlement in the case of certain futures contracts) or by entering into an offsetting contract to purchase or sell the same commodity prior to the designated date of delivery. As an example of an offsetting exchange-traded futures transaction in which the physical commodity is not delivered, the contractual obligations arising from one contract to sell December 2017 wheat on a commodity exchange may be fulfilled at any time before delivery of the commodity is required by entering into one contract to purchase December 2017 wheat on the same exchange. In such an instance, the difference between the price at which the futures contract to sell was entered into and the price paid for the offsetting contract, less the brokerage fees and exchange and clearing fees, represents the profit or loss to the trader.

Derivatives contracts are, generally, agreements, contracts or transactions entered into by two (or more) parties directly or through a trading facility, the value of which is determined by reference to the asset that underlies the contract. Futures contracts are derivatives.

Regulation

Exchanges in the U.S. and the intermediaries trading thereon are generally subject to regulation under the CEA by the CFTC. Since 1974, the CFTC has been the governmental agency responsible for the regulation of U.S. commodity futures trading. The CEA was significantly amended by the Commodity Futures Modernization Act of 2000 (the “CFMA”). On July 21, 2010, the President of the United States signed into law major financial

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services reform legislation in the form of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act, among other things, grants the CFTC and the SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the derivatives market.

While some provisions of the Dodd-Frank Act have either already been implemented through rulemaking by the CFTC and/or the SEC or must be implemented through future rulemaking by those and other federal agencies, such regulatory or legislative activity may not necessarily have a direct, immediate effect upon the Funds. The effects of the regulatory requirements under the Dodd-Frank Act are unclear and the changes in costs of trading or impact on the Funds’ investment strategies, if any, are not yet fully known.

The function of the CFTC is to implement the objectives of the CEA of preventing price manipulation and other disruptions to market integrity, avoiding systemic risk, preventing fraud and promoting innovation, competition and financial integrity of transactions. Such regulation, among other things, provides that futures trading in commodities generally must be upon exchanges designated as “contract markets” and that all trading on such exchanges must be done by or through exchange members. The CFTC and SEC have adopted and implemented some but not all rules and regulations required by the Dodd-Frank Act.

The CFTC also has exclusive jurisdiction to regulate the activities of “commodity pool operators” and “commodity trading advisors.” The Sponsor is registered as a commodity pool operator. Registration as a commodity pool operator requires annual filings setting forth the organization and identity of the management and controlling persons of the commodity pool operator or commodity trading advisor. In addition, the CFTC has authority under the CEA to require and review books and records of, and review documents prepared by, a commodity pool operator. The CFTC imposes certain disclosure, reporting and record-keeping requirements on commodity pool operators and commodity trading advisors. The CFTC is authorized to suspend a person’s registration as a commodity pool operator or a commodity trading advisor if the CFTC finds that such person’s trading practices tend to disrupt orderly market conditions, that any controlling person thereof is subject to an order of the CFTC denying such person trading privileges on any exchange, and in certain other circumstances.

The Clearing FCM, the Funds’ commodity broker, is also subject to regulation by and registration with the CFTC as a “futures commission merchant.” With respect to domestic futures and options trading, the CEA requires all futures commission merchants to meet and maintain specified fitness and financial requirements, account separately for all customers’ funds, property and positions and maintain specified books and records on customer transactions open to inspection by the staff of the CFTC. The CEA authorizes the CFTC to regulate trading by commodity brokerage firms and their employees, permits the CFTC to require exchange action in the event of market emergencies and establishes an administrative procedure under which commodity traders may institute complaints for damages arising from alleged violations of the CEA. Under such procedures, Shareholders may be afforded certain rights for reparations under the CEA.

Many exchanges (but currently not the foreign currency futures markets) limit the amount of fluctuation in commodity futures contract prices during a single trading day (other than in the spot month). These regulations specify what are referred to as “daily price fluctuation limits” or, more commonly, “daily limits.” The daily limits establish the maximum amount the price of a futures contract may vary from the previous day’s settlement price. Once the daily limit has been reached in a particular commodity, no trades may be made at a price beyond the limit. Positions in the commodity could then be taken or liquidated only if traders are willing to effect trades at or within the limit during the period for trading on such day. The “daily limit” rule does not limit losses that might be suffered by a trader because it may prevent the liquidation of unfavorable positions. Also, commodity futures prices have moved the daily limit for several consecutive trading days in the past, thus preventing prompt liquidation of futures positions and subjecting the commodity futures trader to substantial losses.

The CFTC and U.S. exchanges have established limits, referred to as “speculative position limits,” on the maximum net long or net short position that any person, or group of persons acting together, may hold or control

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in particular commodities. The position limits established by the CFTC apply to grains, soybeans and cotton. In addition, U.S. exchanges have established speculative position limits or accountability levels for certain commodity contracts for which no such limits have been established.

The CFTC has also adopted rules with respect to the treatment of positions held by commodity pools, such as the Funds, for purposes of determining compliance with speculative position limits. Futures positions of a Fund are allocated only to the person or entity controlling trading decisions for the Fund and not to the Shareholders. All of the positions held by all accounts owned or controlled directly or indirectly by the Sponsor and its principals, if any will be aggregated with the Funds’ positions controlled by the Sponsor. Depending upon the total amount of assets being managed in both a Fund’s account and other accounts controlled directly or indirectly by the Sponsor, such position limits may affect the ability of the Sponsor to establish particular positions in certain commodities for a Fund or may require the liquidation of positions.

The 2008 amendments to the CEA authorized the CFTC to establish speculative position limits on any significant price discovery contract (“SPDC”). SPDCs are, generally, over-the-counter contracts that are traded at a volume sufficient to cause the over-the-counter price to impact the price of an exchange-traded contract.

The Dodd-Frank Act also authorized the CFTC to establish speculative position limits in all futures and swap markets. In December 2016, the CFTC re-proposed new rules regarding speculative position limits, replacing a prior proposal from November 2013. These rules, if adopted in substantially the same form, will impose position limits on certain futures and options contracts and physical commodity swaps that are “economically equivalent” to such contracts.

In addition, pursuant to authority in the CEA, NFA was formed and registered with the CFTC as a self-regulatory organization in order to relieve the CFTC of the burden of direct regulation of commodity professionals. NFA is required to establish and enforce for its members training standards and proficiency tests, minimum financial requirements and standards of fair practice. Pursuant to permission granted in the CEA, the CFTC has delegated some of its registration and other functions to NFA. The Sponsor is a member of NFA.

The above-described regulatory structure may be modified by additional rules and regulations promulgated by the CFTC or by legislative changes enacted by Congress. Furthermore, the fact of CFTC registration of the Sponsor does not imply that the CFTC has passed upon or approved this offering or the Sponsor’s qualifications to act as described in this Prospectus.

Uses of Commodity Markets

Two broad classifications of persons who trade in commodity futures are “hedgers” and “speculators.” Commercial interests, including farmers, which market or process commodities use the commodities markets primarily for hedging. Hedging is a protective procedure designed to minimize losses that may occur because of price fluctuations. For example, a merchandiser or processor may hedge against price fluctuations between the time it makes a contract to sell a raw or processed commodity and the time it must perform the contract as follows: at the time the merchandiser or processor contracts to sell the commodity at a future date, it simultaneously enters into futures contracts to buy the necessary equivalent quantity of the commodity and, at the time for performance of the contract, either accepts delivery under its futures contracts or buys the actual commodity and closes out the futures position by entering into an offsetting contract to sell the commodity. Similarly, a processor may need to purchase raw materials abroad in foreign currencies in order to fulfill a contract for forward delivery of a commodity or byproduct in the United States. Such a processor may hedge against the price fluctuation of foreign currency by entering into a futures contract for the foreign currency. Oil, power, other energy companies and airlines, among others, may also use commodity markets to hedge obligations they incur in operating their businesses. Thus the commodity markets enable the hedger to shift the risk of price fluctuations to the speculator. The usual objective of the hedger is to protect the profit that the hedger expects to earn from farming, merchandising or processing operations, rather than to profit from commodity trading.

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The speculator, unlike the hedger, generally expects neither to deliver nor receive the physical commodity. Instead, the speculator risks his or her capital with the hope of profiting from price fluctuations in commodity futures contracts. The speculator is, in effect, the risk bearer who assumes the risks that the hedger seeks to avoid. Speculators rarely take delivery of the physical commodity but usually close out their futures positions by entering into offsetting contracts. Because the speculator may take either long or short positions in the commodity market, it is possible for the speculator to make profits or incur losses regardless of the direction of price trends. Commodity trades made by the Funds will be for speculative rather than for hedging purposes.

A very large number of firms and individuals trade in the commodities markets as hedgers or speculators, many of whom have assets greatly in excess of the Funds’ assets.

Margins

Commodity futures contracts are customarily bought and sold on margin deposits that range upward from as little as less than one percent of the purchase price of the contract being traded (margin on security futures are higher in order to be consistent with margin on comparable exchange-traded stock option contracts as required by the CFMA). Because of these generally low margins, price fluctuations occurring in commodity futures markets may create profits and losses that are greater than are customary in other forms of investment or speculation. Margin is the minimum amount of funds that must be deposited by the commodity futures trader with the commodity broker in order to initiate futures trading or to maintain open positions in futures contracts. A margin deposit is not a partial payment, as it is in connection with the trading of securities, but is like a cash performance bond; it helps assure the trader’s performance of the commodity futures contract. Because the margin deposit is not a partial payment of the purchase price, the trader does not pay interest to his or her broker on a remaining balance. The minimum amount of margin required with respect to a particular futures contract is set from time to time by the exchange upon which such commodity futures contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms carrying accounts for traders in commodity futures contracts may increase the amount of margin required as a matter of policy in order to afford further protection for themselves. The Sponsor may require the Fund to meet its standard customer margin requirements, which may be greater than exchange minimum levels.

When the market value of a particular open commodity futures position changes to a point where the margin on deposit does not satisfy the maintenance margin requirements, a margin call will be made by the trader’s broker. If the margin call is not met within a reasonable time, the broker is required to close out the trader’s position. Margin requirements are computed each day by the trader’s commodity broker. With respect to the Fund’s trading, the Fund and not the Shareholders personally, will be subject to the margin calls.

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PART II-INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The Funds will not bear any expenses incurred in connection with the issuance and distribution of the Shares being registered. These expenses will be paid by Metaurus Advisors LLC, as the Sponsor. The following expenses reflect the estimated amounts required to prepare and file this Registration Statement.

	Approximate Amount
Securities and Exchange Commission Registration Fee	$	[	●]
Financial Industry Regulatory Authority Filing Fee	$	[	●]
Printing Expenses	$	[	●]
Fees of Certified Independent Public Accountants	$	[	●]
Fees of Counsel	$	[	●]
Miscellaneous Offering Costs	$	[	●]
Total	$	[	●]

Item 14. Indemnification of Directors and Officers.

It is anticipated that the Trust Agreement will include customary indemnification provisions with respect to each of the Sponsor and the Trustee and its respective managers or directors, employees, affiliates and/or subsidiaries, the material terms of which will be disclosed herein once the Trust Agreement is finalized.

Item 15. Recent Sales of Unregistered Securities.

[In connection with the establishment of the Trust and the preparation of the Trust’s initial financial statements, the Sponsor contributed initial cash contributions in the aggregate amount of [$●] for its initial interest in the Trust, in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.]

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit Number	Description
1.1	Form of Initial Purchaser Agreement**
3.1	Restated Certificate of Trust (1)
4.1	Amended and Restated Declaration of Trust**
4.2	Form of Authorized Participant Agreement**
4.3	Form of Privacy Notice (annexed to the Prospectus as Exhibit A)**
5.1	Form of Opinion of [●] as to legality*
8.1	Form of Opinion of [                ] as to tax matters*
10.1	Form of Sponsor Agreement**
10.2	Form of Administration Agreement**
10.3	Form of Custody and Transfer Agent Agreement**
10.4	Form of Futures Account Agreement**
10.5	Form of Distribution Agreement**
10.6	Form of Distribution Services Agreement**
23.1	Consent of [●] *

Exhibit Number	Description
23.2	Consent of [●], included in Exhibit 5.1*
23.3	Consent of [●], included in Exhibit 8.1*

* To be filed by amendment.

** Filed herewith

(1) Incorporated by reference to the Trust’s Registration Statement, filed on November 15, 2017.

(b) Financial Statement Schedules:

Not applicable.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising 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.

Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 per cent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) 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;

Provided, however, that:

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S–8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S–3 or Form F–3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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

(3) 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.

(4) That each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to this offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in this 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 a 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.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the 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 such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the provisions described in Item 14 above, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 such 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 their respective 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 Act and will be governed by the final adjudication of such issue.

(1) The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

EXHIBIT A: PRIVACY NOTICE

PRIVACY POLICY

of the Sponsor, the Trust and the Funds

Commitment to Investors

The Sponsor, the Trust and Funds (“We”) are committed to respecting the privacy of personal information investors entrust to the Trust and the Funds in the course of doing business.

Information Collected About Investors

The Sponsor, on behalf of the Trust and the Funds, collects non-public personal information from various sources, including from the investors and from nonaffiliated third parties. For instance, forms may include names, addresses, and social security numbers. We receive information from transactions in investors’ accounts, including account balances, and from correspondence between investors and the Funds or third parties, such as the Funds’ service providers. The Sponsor, on behalf of the Trust and the Funds, uses such information provided by investors or their representative to process transactions, to respond to inquiries from investors, to deliver reports, products, and services, and to fulfill legal and regulatory requirements.

How We Handle Investors’ Personal Information

We do not disclose any non-public personal information about investors to anyone unless permitted by law or approved by the affected investor. We may share information about investors with certain third parties who are not affiliated with us to process or service a transaction that investors have requested or as permitted by law. For example, sharing information with non-affiliated third parties that maintain or service investors’ accounts for the Funds is essential. Other examples of nonaffiliated parties We may share investor non-public personal information with may include accountants, attorneys, administrators, transfer agents, custodians and broker-dealers.

We may also disclose your nonpublic personal information as described above to nonaffiliated third parties that perform marketing services on our behalf. We do not engage in joint marketing.

How We Safeguard Investors’ Personal Information

Any party that receives this information pursuant to the foregoing will be authorized to use it only for the services required and as allowed by applicable law or regulation, and will not be permitted to share or use this information for any other purpose. To protect this information, We permit access only by authorized employees who need access to that information to in order to perform their jobs. To protect your nonpublic personal information from unauthorized access and use, We use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

We will adhere to the policies and practices described in this notice for both current and former customers of the Funds.

If you have any concerns about this policy and our processing of your nonpublic personal information, please contact us using the contact information contained in this document.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the sponsor of the Registrant has duly caused the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on December 15, 2017.

Metaurus Equity Component Trust
By:	Metaurus Advisors LLC, its sponsor
By:	/s/ Richard P. Sandulli
Name:	Richard P. Sandulli
Title:	Co-Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities* and on the dates indicated.

Signature	Capacity	Date
/s/ Richard P. Sandulli Name: Richard P. Sandulli	Co-Chief Executive Officer (Principal Executive Officer)	December 15, 2017
/s/ Jamie Greenwald Name: Jamie Greenwald	Co-Chief Executive Officer (Principal Financial Officer and Principal Accounting Officer)	December 15, 2017

* The Registrant is a trust, and the persons are signing in their capacities as officers of Metaurus Advisors LLC, the sponsor of the Registrant.

EX-1.1

Exhibit 1.1

INITIAL PURCHASER AGREEMENT

FOR

METAURUS EQUITY COMPONENT TRUST

[•], 2017

[Name and Address of Initial Purchaser]

Ladies and Gentlemen:

Metaurus Advisors LLC, a Delaware limited liability company (the “Sponsor”), has sponsored the formation of the funds described in Appendix A, attached hereto (each, a “Fund” and collectively, the “Funds”), each a series of Metaurus Equity Component Trust, a Delaware statutory trust (the “Trust”), for which Wilmington Trust, National Association, a national bank with its principal place of business in Delaware, acts as the sole trustee (the “Trustee”).

Upon the basis of the representations and warranties set forth in Section 1 hereof and subject to the applicable terms and conditions set forth herein, on the date hereof each Fund will issue and sell to [•] (the “Initial Purchaser”), as applicable, the aggregate number of common units of fractional undivided beneficial interest in and ownership of the Fund (the “Shares”) in such amounts as set forth in Schedule A hereto (such quantity of Shares being referred to herein collectively as the “Initial Basket”) in consideration of the Initial Purchaser’s payment of the respective amount (the “Purchase Price”) as set forth in Schedule A. The Sponsor and the Trust, on behalf of each Fund, are advised by the Initial Purchaser that, upon satisfaction (or waiver by the Initial Purchaser) of the conditions set forth in Section 7 hereof, the Initial Purchaser intends to make a public offering of the Shares comprising the Initial Basket as soon after the effective date of the Registration Statement, and on such terms, as in its judgment is advisable.

1. The Sponsor, on its own behalf and in its capacity as sponsor of each Fund and the Trust, represents and warrants to, and agrees with, the Initial Purchaser that:

(a) A registration statement on Form S-1 (File No. 333-221591) in respect of the Shares of each Fund has been filed with the Securities and Exchange Commission (the “Commission”). At the time the conditions set forth in Section 7 have been waived or satisfied (such time, the “Closing Time”), the registration statement and any post-effective amendment thereto, each in the form heretofore delivered to the Initial Purchaser, shall have been declared effective by the Commission in such form and the Disclosure Document (as defined herein) shall have been cleared by the National Futures Association (“NFA”). As of the Closing Time, except as set forth in this Section 1, no other document with respect to the registration statement shall have been filed with the Commission; and no stop order suspending the effectiveness of the registration statement or any post-effective amendment thereto shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission (any preliminary prospectus included in the registration statement or filed with the Commission pursuant to Rule 424(a) under the Securities Act of 1933, as amended (the “Act”), is hereinafter called a “Preliminary Prospectus”; the various parts of the registration statement, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the registration statement at the time it was declared effective, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”;

(b) The Prospectus, at the time of filing thereof and at the date hereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Sponsor by the Initial Purchaser expressly for use therein;

(c) As of the Closing Time, the Registration Statement, the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Act and the rules and regulations of the Commission thereunder and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto, and as of the Closing Time or the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Sponsor by the Initial Purchaser expressly for use therein;

(d) The Sponsor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement and the Prospectus;

(e) The Sponsor is registered as a commodity pool operator under the Commodity Exchange Act (“CEA”), with the Commodity Futures Trading Commission (“CFTC”) and as a member of the NFA;

(f) The Trust has been duly formed as a statutory trust under the laws of the State of Delaware, with statutory trust power and authority to (i) issue and deliver the Shares comprising the Initial Basket as contemplated herein, and (ii) own its properties and conduct its business as described in the Registration Statement and the Prospectus;

(g) As of the date hereof, each Fund is a validly existing series of the Trust;

(h) The Shares comprising the Initial Basket shall be duly and validly authorized and, when issued and paid for as contemplated herein, will be duly and validly issued and fully paid and non-assessable, subject to the Amended and Restated Trust Agreement (the “Trust Agreement”). The Shares conform in all material respects to the description relating thereto contained in the Registration Statement and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same;

(i) The issue and sale of the Shares comprising the Initial Basket by the Trust with respect to each Fund and the compliance by the Sponsor and the Trust (on its own behalf and on behalf of each respective Fund) with all of the material provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Sponsor or the Trust is a party or by which the Sponsor or the Trust is bound or to which any of the property or assets of the Sponsor or the Trust is subject, except where such conflict, breach or violation, as the case may be, would not have a material adverse effect on the ability of the Sponsor or the Trust to perform its obligations under this Agreement, nor will such action result in any violation of the provisions of the constitutive documents of the Sponsor, the Trust or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor, the Trust or any of their respective properties, except where any such violation would not, singly or in the aggregate, have a material adverse effect on the ability of the Sponsor or the Trust to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares comprising the Initial Basket hereunder or the consummation by the Sponsor or the Trust of the transactions contemplated by this Agreement, except the registration under the Act of the Shares comprising the Initial Basket, filing of the Disclosure Document with respect to the Shares comprising the Initial Basket under the CEA and such consents, approvals, authorizations, registrations or qualifications as may be required under the rules of the Financial Industry Regulatory Authority (“FINRA”), including those of the former National Association of Securities Dealers, Inc. (“NASD”), the CEA, state securities, commodities or Blue Sky laws in connection with the purchase and distribution by the Initial Purchaser of the Shares comprising the Initial Basket;

(j) As of the Closing Time, neither the Sponsor nor the Trust shall be in violation of its constitutive documents or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material agreement or instrument to which it is a party or by which it or any of its properties may be bound;

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(k) Except as disclosed in the Registration Statement and the Prospectus, there are no legal or governmental proceedings pending to which the Sponsor, the Trust or each Fund is a party or of which any property of the Sponsor, the Trust or each Fund is the subject which, if determined adversely to the Sponsor, the Trust or each Fund would individually or in the aggregate have a material adverse effect on the current or future financial position of the Sponsor, the Trust or each Fund; and, to the best of the Sponsor’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(l) As of the Closing Time, the statement of financial condition or its equivalent is as set forth in the section of the Registration Statement and the Prospectus entitled “Financial Statements”; the audited statements of financial condition or their equivalent included in the Prospectus, together with the related notes and schedules, present fairly the financial position of the Fund as of the dates indicated and have been prepared in compliance with the requirements of the Act and in conformity with generally accepted accounting principles; all financial statements (historical or pro forma) that are required to be included in the Registration Statement and the Prospectus are included; all material liabilities or obligations of the Fund, direct or contingent (including any off-balance sheet obligations), are disclosed in the Registration Statement and the Prospectus;

(m) No Fund is subject to any tax filing or any payment obligation of any tax or other assessment of a similar nature, (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto due or claimed to be due;

(n) As of the Closing Time, complete and correct copies of the Trust Agreement as in effect as of the Closing Time, and any and all amendments thereto, have been delivered to the Initial Purchaser; and

(o) Except as set forth in the Registration Statement and the Prospectus (including, without limitation, pursuant to any Participant Agreement (as defined therein)), (i) no person has the right, contractual or otherwise, to cause the Trust to have issued or sold to it any Shares or other equity interest of any Fund, and (ii) no person has the right to act as an underwriter or as a financial advisor to the Fund in connection with the offer and sale of the Shares, in the case of each of the foregoing clauses (i) and (ii), whether as a result of the filing of the Prospectus or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise; no person has the right, contractual or otherwise, to cause the Sponsor on behalf of the Trust to register under the Act any other equity interests of the Fund, or to include any such shares or interests in the Registration Statement or the offering contemplated thereby, whether as a result of the filing of the Prospectus or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise.

2. On the date of this Agreement, the Initial Purchaser shall pay the applicable Purchase Price to the account of each Fund as set forth on Schedule A, attached hereto, and the Trust shall cause the applicable Shares comprising the Initial Basket to be delivered to the Initial Purchaser or its designee through the facilities of The Depository Trust Company (“DTC”) by no later than the Settlement Time for the account of the Initial Purchaser or its designee.

3. Upon the authorization by the Initial Purchaser of the release of the applicable Shares comprising the Initial Basket, the Initial Purchaser proposes to offer such shares comprising the Initial Basket for sale upon the terms and conditions set forth in the Prospectus.

4. The documents to be delivered as of the Closing Time by or on behalf of the parties hereto pursuant to Section 7 hereof will be delivered at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Ave, New York, New York 10019, or electronically, as applicable. The final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto no later than the Business Day (as defined in Section 14) prior to the Closing Time.

5. The Sponsor agrees with the Initial Purchaser:

(a) To prepare and file the Prospectus pursuant to Rule 424(b) under the Act, in a manner and within the time period required by Rule 424(b) under the Act; to advise the Initial Purchaser, as promptly as reasonably practicable after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Initial Purchaser, upon written request, with copies thereof; to advise the Initial Purchaser, as promptly as reasonably practicable after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus, of the suspension of the qualification of the Shares comprising the Initial Basket for offering or sale in any

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jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Prospectus or suspending any such qualification, as promptly as reasonably practicable to use its reasonable best efforts to obtain the withdrawal of such order;

(b) Promptly from time-to-time to take such action as the Initial Purchaser may reasonably request, during a period not to exceed nine months, to qualify the Shares comprising the Initial Basket for offering and sale under the securities laws of such jurisdictions as the Initial Purchaser may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares comprising the Initial Basket, provided that, in connection therewith, no Fund shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) To furnish to the Initial Purchaser, without charge, during the period when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Act, such number of written copies of the Prospectus (as amended or supplemented) as the Initial Purchaser may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Initial Purchaser will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) If at any time when a prospectus is required to be delivered after the time of issue of the Prospectus in connection with the offering or sale of the Shares comprising the Initial Basket, any event shall have occurred as a result of which it is necessary to amend or supplement the Prospectus, as then amended or supplemented, in order that the Prospectus would not include an untrue statement of a material fact or omit any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Prospectus in order to comply with the Act, the Sponsor shall file an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, with the Commission and the NFA and notify the Initial Purchaser of such amendment or supplement to the Prospectus and subject to approval by the Commission and the NFA, as applicable, to prepare and furnish without charge to the Initial Purchaser as many written and electronic copies as the Initial Purchaser may from time to time reasonably request of such amended Prospectus or supplement to the Prospectus and in case the Initial Purchaser is required to deliver a prospectus in connection with sales of any of such Shares, upon the Initial Purchaser’s written request but at its expense, to prepare and deliver to the Initial Purchaser as many written and electronic copies as it may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(e) To timely file such reports pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), as are necessary to make generally available to the shareholders of each Fund as soon as practicable an earnings statement of each such Fund for the purposes of, and to provide to the Initial Purchaser the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act;

(f) To distribute to the shareholders of each Fund an Annual Report (pursuant to CFTC regulations) containing information for each of the three most recent fiscal years and the preceding fiscal year, within ninety (90) days after the end of the fiscal year or the permanent cessation of trading, whichever is earlier;

(g) To use its reasonable best efforts to list, subject to notice of issuance, the Shares on NYSE Arca, Inc. (the “Exchange”);

(h) Subject to Section 5(a) hereof, to file as promptly as reasonably practicable all reports and any information statement required to be filed by each Fund with the Commission in order to comply with the 1934 Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; and

(i) To maintain an orderly procedure for the transfer and registration of the Shares comprising the Initial Basket.

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6. The Initial Purchaser agrees and consents (the “Consent”) to look solely to the assets (the “Fund Assets”) of the particular Fund in controversy and to the Sponsor and its assets for payment in respect of any claim against or obligation of such Fund. The Fund Assets include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of that particular Fund, including, without limitation, funds delivered to the Trust for the purchase of Shares in such Fund. In furtherance of the Consent, the Initial Purchaser agrees that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) of a Fund incurred, contracted for or otherwise existing and (ii) the Shares of such Fund shall be subject to the following limitations:

(a) (i) except as set forth below, the Claims and Shares of a Fund (collectively, the “Subordinated Claims and Shares”) shall be expressly subordinate and junior in right of payment to any and all other claims against any shares in the Trust and any series thereof, pursuant to any contract; provided, however, that the Initial Purchaser’s Claims (if any) against any Shares shall not be considered Subordinated Claims and Shares with respect to enforcement against and distribution and repayment from the respective corresponding series of the Trust, the respective Fund Assets and the Sponsor and its assets; and provided further that (1) the Initial Purchaser’s valid Claims, if any, against any of the Fund shall be pari passu and equal in right of repayment and distribution with all other valid Claims against that specific series of the Trust only and (2) the Initial Purchaser’s Shares in each Fund shall be pari passu and equal in right of repayment and distribution with all other like shares corresponding to the series of the Trust issuing such shares; and (ii) the Initial Purchaser will not take, demand, or receive from any series or the Trust or any of their respective assets (other than the applicable Fund, the applicable Fund Assets and the Sponsor and its assets) any payment for the Subordinated Claims and Shares;

(b) the Claims and Shares of the Initial Purchaser shall only be asserted and enforceable against a particular Fund, the Fund Assets of such Fund and the Sponsor and its assets and such Claims and Shares shall not be asserted or enforceable for any reason whatsoever against any other series, the Trust generally or any of their respective assets;

(c) if the Claims of the Initial Purchaser against a series of the Trust, or the Trust are secured in whole or in part, the Initial Purchaser hereby waives (under section 1111(b) of the Bankruptcy Code (11 U.S.C. § 1111(b)) any right to have any deficiency Claims (which deficiency Claims may arise in the event such security is inadequate to satisfy such Claims) treated as unsecured Claims against the Trust or any series (other than the applicable series), as the case may be;

(d) in furtherance of the foregoing, if and to the extent that the Initial Purchaser receives monies in connection with the Subordinated Claims and Shares from a series or the Trust (or their respective assets), other than the series of the Trust in question, the applicable Fund Assets and the Sponsor and its assets, the Initial Purchaser shall be deemed to hold such monies in trust and shall promptly remit such monies to the series or the Trust that paid such amounts for distribution by the series or the Trust in accordance with the terms hereof; and

(e) the foregoing Consent shall apply at all times notwithstanding that the Claims are satisfied, the shares of the applicable series are sold, transferred, redeemed or in any way disposed of and notwithstanding that the agreements in respect of such Claims and Shares are terminated, rescinded or canceled.

7. The public offering of the Shares comprising the Initial Basket by the Initial Purchaser shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Sponsor, on its own behalf and in its capacity as sponsor of the Trust and each Fund, herein are, at and as of the Closing Time, true and correct, the condition that the Sponsor shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been cleared by the NFA; the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the 1933 Act Regulations and in accordance with Section 5(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Initial Purchaser’s reasonable satisfaction;

(b) The Shares to be sold as of the Closing Time shall have been duly listed, subject to notice of issuance, on the Exchange;

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(c) The Sponsor shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses to the Initial Purchaser.

8.

(a) The Sponsor will indemnify and hold harmless the Initial Purchaser against any losses, claims, damages or liabilities, to which the Initial Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse the Initial Purchaser for any legal or other expenses reasonably incurred by the Initial Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Sponsor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Sponsor by the Initial Purchaser expressly for use therein.

(b) The Initial Purchaser will indemnify and hold harmless the Sponsor and each of its officers who signed the Registration Statement, against any losses, claims, damages or liabilities to which the Sponsor may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission, in the light of the circumstances under which they were made, of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Sponsor by the Initial Purchaser expressly for use therein; and will reimburse the Sponsor for any legal or other expenses reasonably incurred by the Sponsor in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but failure to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) The obligations of the Sponsor under this Section 8 shall be in addition to any liability which the Sponsor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Initial Purchaser within the meaning of the Act; and the obligations of the Initial Purchaser under this Section 8 shall be in addition to any liability that the Initial Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Sponsor and to each person, if any, who controls the Sponsor within the meaning of the Act.

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9. The respective indemnities, agreements, representations, warranties and other statements of the Sponsor and the Initial Purchaser, as set forth in this Agreement or made by them pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Initial Purchaser or any controlling person of the Initial Purchaser, or the Sponsor, or any officer or director or controlling person of the Sponsor, and shall survive delivery of and payment for the Shares comprising the Initial Basket.

10. If the Shares comprising the Initial Basket are not delivered by or on behalf of the Sponsor as provided herein and such failure to deliver was not caused, either directly or indirectly, by the Initial Purchaser, the Sponsor will reimburse the Initial Purchaser for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Initial Purchaser in making preparations for the purchase, sale and delivery of the Shares comprising the Initial Basket, but the Sponsor shall then be under no further liability to the Initial Purchaser except as provided in Section 8 hereof.

11. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Initial Purchaser shall be delivered or sent by mail, telex or facsimile transmission to the Initial Purchaser at [•] and if to the Sponsor shall be delivered or sent by mail to the address of the Sponsor set forth in the Registration Statement. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

12. This Agreement shall be binding upon, and inure solely to the benefit of, the Initial Purchaser, the Sponsor, each Fund and, to the extent provided in Sections 8 and 9 hereof, the officers and directors of the Sponsor and each person who controls the Sponsor or the Initial Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares comprising the Initial Basket from the Initial Purchaser or shall be deemed a successor or assign by reason merely of such purchase.

13. As used herein, the term “Business Day” means any day other than a day when each exchange identified in each Fund’s Prospectus as an exchange on which the Fund’s investments are traded is required or permitted to be closed.

14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

15. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

16. The Sponsor is authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, without the Initial Purchaser imposing any limitation of any kind.

17. If the foregoing is in accordance with your understanding, please sign and return to us this Agreement and such acceptance hereof shall constitute a binding agreement between the Initial Purchaser and the Sponsor.

[Signature page follows]

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Very truly yours,
Metaurus Equity Component Trust on its own behalf and on behalf of each Fund listed on Appendix A
By:	Metaurus Advisors LLC
	as Sponsor
By:
Name:
Title:

Accepted as of the date hereof:

[Initial Purchaser]

By:

Name:

Title:

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APPENDIX A

Funds:

U.S. Equity Cumulative Dividends Fund—Series 2027

U.S. Equity Ex-Dividend Fund—Series 2027

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SCHEDULE A

	U.S. Equity Cumulative Dividends Fund—Series 2027	U.S. Equity Ex-Dividend Fund—Series 2027
Units of Beneficial Interest
Purchase Price	$	$

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EX-4.1

Exhibit 4.1

FOURTH AMENDED AND RESTATED DECLARATION OF TRUST

OF

METAURUS EQUITY COMPONENT TRUST

WHEREAS, THIS FOURTH AMENDED AND RESTATED TRUST AGREEMENT is made and entered into as of [ ], by METAURUS ADVISORS LLC, a Delaware limited liability company, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee, for the purpose of continuing a Delaware statutory trust in accordance with the provisions hereinafter set forth;

WHEREAS, Metaurus Advisors LLC and Wilmington Trust, National Association have heretofore created a Delaware statutory trust pursuant to the Delaware Trust Statute (as hereinafter defined) by entering into that certain Third Amended and Restated Declaration of Trust, dated as of June 9, 2017 (the “Prior Trust Agreement”), and by executing and filing with the Secretary of State of the State of Delaware the Certificate of Trust; and

WHEREAS, the parties hereto desire to amend and restate the Prior Trust Agreement in its entirety and to provide for the matters set forth herein;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party, hereby amends and restates the Prior Trust Agreement in its entirety and agrees as follows:

ARTICLE I

DEFINITIONS

Section 1. DEFINITIONS. Whenever used herein, unless otherwise defined or required by the context or specifically provided:

“2015 PATH Act” means the Protecting Americans from Tax Hikes Act of 2015.

“Adjusted Capital Account” means with respect to any Shareholder, such Shareholder’s Capital Account as of the end of the relevant fiscal year or other applicable period after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such Shareholder is obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed to be obligated to restore to the Trust pursuant to the second to last sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5).

(b) Debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Shareholder in respect of a Share shall be the amount that such Adjusted Capital Account would be if such Share were the only interest in the Trust held by such Shareholder from and after the date on which such Share was first issued.

“Administrator” means any Person from time to time engaged to provide administrative services to the Trust pursuant to authority granted by the Sponsor or the Trust.

“Affiliate” An “Affiliate” of a “Person” means (i) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities of such Person, (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such Person, (iii) any Person, directly or indirectly, controlling, controlled by or under common control of such Person, (iv) any officer, director, manager or principal of such Person, or (v) if such Person is an officer, director, manager or principal, any Person for which such Person acts in any such capacity.

“Authorized Participant” means a Person that is a DTC Participant and has entered into an Authorized Participant Agreement which, at the relevant time, is in full force and effect.

“Authorized Participant Agreement” means an agreement among the Trust with respect to a Fund, the Sponsor and an Authorized Participant, which may be amended or supplemented from time to time in accordance with its terms.

“Beneficial Owners” means owners of beneficial interests in Shares.

“Business Day” means any day other than a day when the NYSE Arca, Inc. (“NYSE Arca”), or, if the Shares of any Fund shall cease to be listed on NYSE Arca and are listed on one or more other exchanges, the exchange on which the Shares of such Fund are principally traded, as determined by the Sponsor, is closed for regular trading.

“Capital Account” means the capital account maintained for a Shareholder. The “Capital Account” of a Shareholder in respect of a Share shall be the amount that such Capital Account would be if such Share were the only interest in the Trust held by such Shareholder from and after the date on which such Share was first issued.

“Capital Contributions” means the amounts of cash or other consideration contributed and agreed to be contributed to the Trust by any Person.

“CEA” means the U.S. Commodity Exchange Act, as amended.

“Certificate of Trust” means the Certificate of Trust of the Trust in the form filed with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Trust Statute as amended or restated from time to time.

“Class” shall have the meaning set forth in Article IV Section 1

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Commodity Pool Operator” means the Sponsor and/or any other Person engaged by the Sponsor or the Trust who, in connection therewith, solicits, accepts, or receives monies or in-kind contributions for the purpose of trading in any commodity for future delivery or commodity option on or subject to the rules of any contract market for the benefit of the Trust.

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“Commodity Trading Advisor” means the Sponsor and/or any other Person from time to time who engages in commodity trading and related activities for the benefit of the Trust pursuant to authority granted by the Sponsor or the Trust.

“Corporate Trust Office” means the principal office at which at any particular time the corporate trust business of the Trustee is administered, which office at the date hereof is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

“Covered Person” means the Trustee, the person acting as Trustee (in its individual capacity), the Sponsor and their respective [Affiliates, employees and members].

“Creation Unit” means the minimum number of Shares of a Fund that may be created at any one time, which shall be 100,000 or such greater or lesser number as the Sponsor may determine from time to time for each Fund.

“Creation Unit Capital Contribution” of a Fund means a Capital Contribution made by an Authorized Participant when purchasing a Creation Unit.

“Delaware Trust Statute” means the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq., as the same may be amended from time to time.

“Depreciation” means, for each fiscal year of the Trust or other applicable period, an amount equal to the federal income tax depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or period, Depreciation shall be in an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year or period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Sponsor.

“Depository” means The Depository Trust Company, New York, New York, or such other depository of Shares as may be selected by the Sponsor as specified herein.

[“Depository Agreement” means the Letter of Representations relating to each Fund from the Sponsor to the Depository. ]

“Distributor” means any Person from time to time engaged to provide distribution services or related services to the Trust pursuant to authority granted by the Sponsor or the Trust.

“DTC Participant” a participant of the Depository Trust Company.

“Exchange” means NYSE Arca or, if the Shares of any Fund shall cease to be listed on NYSE Arca and are listed on one or more other exchanges, the exchange on which the Shares of such Fund are principally traded, as determined by the Sponsor.

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“Fund” means an established and designated Series of Shares of the Trust.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Shareholder to the Trust shall be the gross fair market value of such asset as determined by the Sponsor.

(b) The Gross Asset Values of all Trust assets shall be adjusted to equal their respective gross fair market values, as determined by the Sponsor using such reasonable method of valuation as it may adopt, as of the following times:

(i) the acquisition of an additional interest in the Trust by a new or existing Shareholder in exchange for more than a de minimis Capital Contribution, if the Sponsor reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Shareholders in the Trust;

(ii) the distribution by the Trust to a Shareholder of more than a de minimis amount of property as consideration for an interest in the Trust, if the Sponsor reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Shareholders in the Trust;

(iii) the liquidation of the Trust within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and

(iv) at such other times as the Sponsor shall reasonably determine necessary or advisable in order to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2.

(c) The Gross Asset Value of any Trust asset distributed to a Shareholder shall be the gross fair market value of such asset on the date of distribution.

(d) The Gross Asset Values of Trust assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent that the Sponsor reasonably determines that an adjustment pursuant to subsection (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d).

(e) If the Gross Asset Value of a Trust asset has been determined or adjusted pursuant to subsection (a), subsection (b) or subsection (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

“Internal Revenue Service” or “IRS” means the U.S. Internal Revenue Service or any successor thereto.

“Liquidation Date” means the date on which an event giving rise to the dissolution of the Trust occurs.

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“Net Asset Value of a Fund” at any time means the total assets of a Fund including, but not limited to, all cash and cash equivalents or other debt securities less total expenses and liabilities of such Fund, determined on the basis of generally accepted accounting principles in the United States, consistently applied under the accrual method of accounting.

“Net Asset Value per Creation Unit of a Fund” means the product obtained by multiplying the Net Asset Value per Share of a Fund by the number of Shares comprising a Creation Unit at such time.

“Net Asset Value per Share of a Fund” means the Net Asset Value of a Fund divided by the number of Shares of the Fund outstanding on the date of calculation.

“Net Income” and “Net Loss” mean for each fiscal year or other applicable period, an amount equal to the Trust’s taxable income or loss for such fiscal year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

(a) Any income of the Trust that is exempt from federal income tax or excluded from federal gross income and not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition shall be added to such taxable income or loss;

(b) Any expenditures of the Trust described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss pursuant to this definition, shall be subtracted from such taxable income or loss;

(c) In the event the Gross Asset Value of any Trust asset is adjusted pursuant to any provision of this Agreement in accordance with the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income and Net Loss;

(d) Gain or loss resulting from any disposition of any Trust asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other applicable period, computed in accordance with the definition of Depreciation; and

(f) Notwithstanding any other provision of this definition, any items which are allocated pursuant to Article IV, Section 8(c) shall not be taken into account in computing Net Income or Net Loss.

“Nonrecourse Deductions” has the meaning given in Treasury Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a fiscal year or other applicable period equals the net increase, if any, in the amount of Trust Minimum Gain during such fiscal year or period reduced by any distributions during such fiscal year or period of proceeds of a Nonrecourse Liability that are allocable to an increase in Trust Minimum Gain, determined according to the provisions of Treasury Regulations Sections 1.704-2(c) and 1.704-2(h).

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“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(3).

“NYSE Arca” means NYSE Arca, Inc.

“Outstanding” means, with respect to Shares or any class of Shares, all Shares of that class that are issued by the Trust and reflected as outstanding on the Trust’s books and records as of the date of determination.

“Partnership Representative” means the partnership representative of the Trust within the meaning of Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015.

“Percentage Interest” means, as of any date of determination, as to any Shares, the product obtained by multiplying (a) 100% by (b) the quotient obtained by dividing (x) the number of such Shares by (y) the total number of all Outstanding Shares.

“Person” means any natural person, partnership, limited liability company, trust (including a statutory trust), corporation, association, or other entity.

“Prospectus” means the final prospectus and disclosure document of the Trust, constituting a part of a Registration Statement, as filed with the SEC and declared effective thereby, as the same may at any time and from time to time be amended or supplemented.

“Redemption Distribution” means the cash or other assets to the extent permitted in the Registration Statement or an Authorized Participant Agreement, to be delivered in satisfaction of a redemption of a Redemption Unit as specified in Article IX Section 1.

“Redemption Order” shall have the meaning assigned thereto in Article IX Section 1.

“Redemption Order Date” shall have the meaning assigned in the Authorized Participant Agreement.

“Redemption Unit” means the minimum number of Shares of a Fund that may be redeemed, which shall be the number of Shares of such Fund constituting a Creation Unit on the relevant Redemption Order Date.

“Registration Statement” means a registration statement on Form S-1, as it may be amended or supplemented from time to time, filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to which the Trust registered the Shares.

“Required Allocations” means any allocation of an item of income, gain, loss or deduction pursuant to Article IV, Section 8(c).

“Series” means a series of Shares established pursuant to the terms of this Trust Agreement.

“Shareholders” means the registered holders of Shares of a Fund.

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“Shareholder Minimum Gain” means an amount, with respect to each Shareholder Nonrecourse Debt, that would result if such Shareholder Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

“Shareholder Nonrecourse Debt” has the meaning given to the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4).

“Shareholder Nonrecourse Deductions” has the meaning given to the term “partner nonrecourse deduction” in Treasury Regulations Section 1.704-2(i)(2). The amount of Shareholder Nonrecourse Deductions with respect to a Shareholder Nonrecourse Debt for a fiscal year or other applicable period equals the net increase, if any, in the amount of Shareholder Minimum Gain during such fiscal year or other applicable period attributable to such Shareholder Nonrecourse Debt, reduced by any distributions during that fiscal year or other applicable period to the Shareholder that bears the economic risk of loss for such Shareholder Nonrecourse Debt to the extent that such distributions are from the proceeds of such Shareholder Nonrecourse Debt and are allocable to an increase in Shareholder Minimum Gain attributable to such Shareholder Nonrecourse Debt, determined according to the provisions of Treasury Regulations Sections 1.704-2(h) and 1.704-2(i).

“Shares” means the equal proportionate units of undivided beneficial interest in a Fund and may include fractions of Shares.

“Sponsor” means Metaurus Advisors LLC, or any substitute or designee of the then Sponsor therefor as provided herein, or any successor thereto by merger or operation of law. Sponsor shall also mean any person directly or indirectly instrumental in organizing each Fund or any person who will manage or participate in the management of each Fund and any other person who regularly performs or selects the persons who perform services for the Funds. Sponsor does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services rendered in connection with the offering of the Shares. The term “Sponsor” shall be deemed to include its Affiliates.

“Sponsor Agreement” means an agreement between the Trust and the Sponsor setting forth, among other things, the Sponsor’s compensation and the amount to be charged as a Transaction Fee, as it may be amended or supplemented from time to time in accordance with its terms.

“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such Person.

“Tax Matters Partner” means the “tax matters partner” as defined in Section 6231(a)(7) of the Code and Treasury Regulations Section 301.6231(a)(7)-1.

“Transaction Fee” shall mean a non-refundable transaction fee to be payable by an Authorized Participant to the Administrator and/or Fund in connection with each purchase of a Creation Unit by an Authorized Participant, which may be adjusted as described in the Prospectus.

“Treasury Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

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“Trust” means Metaurus Equity Component Trust, the Delaware statutory trust formed pursuant to the Certificate of Trust, the business and affairs of which are governed by this Trust Agreement.

“Trust Agreement” means this Fourth Amended and Restated Declaration of Trust as the same may at any time or from time to time be amended.

“Trustee” means Wilmington Trust, National Association or any successor thereto as provided herein, acting not in its individual capacity but solely as trustee of the Trust.

“Trust Estate” means, with respect to a Fund, all property and cash held by such Fund, and all proceeds therefrom.

“Trust Minimum Gain” has the meaning given to the term “partnership minimum gain” in Treasury Regulations Section 1.704-2(d).

ARTICLE II

PURPOSE OF TRUST AND OFFICES

Section 1. NAME. The Trust shall be known as “Metaurus Equity Component Trust” and the Sponsor shall conduct the business of the Trust under that name or any other name as it may from time to time determine provided that the Sponsor may, without Shareholder approval, change the name of the Trust or any Series or Class (as defined in Article IV Section 1) of Shares thereof that may be established from time to time. Any name change of the Trust shall become effective upon the filing of a properly executed certificate of amendment or a restated certificate pursuant to Section 3810 of the Delaware Trust Statute.

Section 2. BUSINESS OFFICES. The principal office of the Trust, and such additional offices as the Sponsor may establish, shall be located at such place or places inside or outside the State of Delaware as the Sponsor may designate from time to time in writing to the Trustee and the Shareholders. Initially, the principal office of the Trust shall be at c/o Metaurus Equity Component Trust     , c/o Metaurus Advisors LLC, 589 Fifth Avenue, Suite 808, New York, NY, 10017. The principal office of the Trustee shall be at the Corporate Trust Office.

Section 3. DECLARATION OF TRUST. The Trust hereby acknowledges that the Trust has received the sum of $250 for each Fund in bank accounts in the name of each Fund controlled by the Sponsor from the Sponsor, and hereby declares that it shall hold such sum in trust, upon and subject to the conditions set forth herein for the use and benefit of the Shareholders of each Fund. It is the intention of the parties hereto that the Trust shall continue to be a statutory trust organized in Series, or Funds, under the Delaware Trust Statute and that this Trust Agreement shall constitute the governing instrument of the Trust. It is not the intention of the parties hereto to create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust. Nothing in this Trust Agreement shall be construed to make the Shareholders partners or members of a joint stock association. The Sponsor shall not be liable to any person for the failure of the Trust or any Fund to qualify as a publicly traded partnership under the Code

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or any comparable provision of the laws of any State or other jurisdiction where such treatment is sought. The Trustee has filed the certificate of trust required by Section 3810 of the Delaware Trust Statute in connection with the formation of the Trust under the Delaware Trust Statute.

Section 4. PURPOSES AND POWERS. The purposes of the Trust and each Fund shall be to (a) directly or indirectly trade, buy, sell, spread or otherwise acquire, hold, dispose and redeem futures contracts or options on futures contracts or other derivative instruments which provide exposure to each Fund’s underlying index; (b) buy or sell cash equivalents or other short term fixed instruments including U.S. Treasury securities (c) engage in any other transaction designed to facilitate the Trust’s ability to track its underlying index; (d) enter into any lawful transaction and engage in any lawful activities in furtherance of or incidental to the foregoing purposes; or (e) engage in any other lawful business activity for which a Delaware statutory trust may be organized.

Section 5. TAX TREATMENT.

(a) By accepting Shares or interests therein, the Shareholders and/or Beneficial Owners each (i) expresses its intention that the Shares of each Fund will qualify under applicable tax law as interests in a publicly traded partnership which holds the Trust Estate of each Fund for their benefit, (ii) agrees that it will file its own federal, state and local income, franchise and other tax returns in a manner that is consistent with the treatment of each Fund as a publicly traded partnership in which each of the Shareholders thereof is a beneficiary and (iii) agrees to use reasonable efforts to notify the Sponsor promptly upon a receipt of any notice from any taxing authority having jurisdiction over such holders of Shares of each Fund with respect to the treatment of the Shares of such Fund as anything other than interests in a publicly traded partnership.

(b) The Sponsor shall prepare or cause to be prepared and filed each Fund’s tax returns as a publicly traded partnership for federal, state and local tax purposes. Each Fund hereby indemnifies, to the full extent permitted by law, the Sponsor from and against any damages or losses (including attorneys’ fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities under this Section 5(b), provided such action taken or omitted to be taken does not constitute fraud, gross negligence or willful misconduct.

(c) Each Shareholder shall furnish the Sponsor with information necessary to enable the Sponsor to comply with U.S. federal income tax information reporting requirements in respect of such Shareholder’s Shares.

(d) The Trust shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the Sponsor’s determination that such revocation is in the best interests of the Shareholders. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the Sponsor shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Share will be deemed to be the lowest quoted closing price of the Shares on any Exchange on which such Shares are traded during the calendar month in which such transfer is deemed to occur.

(e) Except as otherwise provided herein, the Sponsor shall determine whether the Trust should make any other elections permitted by the Code.

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(f) The Sponsor shall designate one Shareholder as the Tax Matters Partner (as defined in the Code). For Trust taxable years beginning on or after January 1, 2018, the Sponsor or its designee shall be designated as the Partnership Representative (within the meaning of Section 6223 of the Code, as amended by the Bipartisan Budget Act of 2015) of the Trust. The Tax Matters Partner or Partnership Representative, as applicable, is authorized and required to represent the Trust (at the Trust’s expense) in connection with all examinations of the Trust’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Trust funds for professional services and costs associated therewith. For the avoidance of doubt, the Sponsor, on behalf of the Trust may, in its sole discretion (i) make an election to apply the rules in subchapter C of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015 and 2015 PATH Act, for taxable years beginning prior to January 1, 2018, or (ii) make an election to apply Section 6221(b), an election to apply Section 6226 of the Code, or an election to file an administrative adjustment pursuant to Section 6227 of the Code, in each case as amended by the Bipartisan Budget Act of 2015, and in the case of Sections 6226 and 6227 of the Code also as amended by the 2015 PATH Act, and in the manner determined by the Sponsor. Each Shareholder agrees to cooperate with the Tax Matters Partner or Partnership Representative, as applicable, and to do or refrain from doing any or all things reasonably required by the Tax Matters Partner or Partnership Representative to conduct such proceedings and indemnify and hold harmless the Trust and the Tax Matters Partner or Partnership Representative from and against any liability with respect to such Shareholders proportionate share of any tax liability asserted. No Shareholder shall have any claim against the Trust or Partnership Representative for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Trust in connection with a tax audit of the Trust. A Shareholder’s cooperation and indemnification obligations pursuant to this section shall survive the termination of a Shareholder’s participation in the Trust and the termination, dissolution, liquidation and winding up of the Trust.

(g) Notwithstanding any other provision of this Agreement, the Sponsor is authorized to take any action that may be required to cause the Trust and other Subsidiaries of the Trust to comply with any withholding requirements established under the Code or any other federal, state, local or foreign law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Trust is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Shareholder (including by reason of Section 1446 of the Code), the Sponsor may treat the amount withheld as a distribution of cash pursuant to Article IV, Section 7 or Article X, Section 1 in the amount of such withholding from such Shareholder. Any increase or decrease in withholding tax incurred by the Trust or any Subsidiary of the Trust resulting from the identity, nationality, residence or status of a Shareholder shall be allocable to and reduce the distributions of such Shareholder.

Section 6. LEGAL TITLE. Legal title to all of the Trust Estate of each Fund shall be vested in the Trust as a separate legal entity; provided, however, that where applicable law in any jurisdiction requires any part of the Trust Estate to be vested otherwise, the Sponsor may cause legal title to the Trust Estate or any portion thereof to be held by or in the name of the Sponsor or any other Person (other than a Shareholder on the Trustee) as nominee.

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ARTICLE III

THE SPONSOR; THE TRUSTEE

Section 1. MANAGEMENT OF THE TRUST. Pursuant to Section 3806(b)(7) of the Delaware Trust Statute, the Trust shall be managed by the Sponsor in accordance with this Trust Agreement. The Sponsor may delegate, as provided herein, the duty and authority to manage the affairs of the Trust. . The Sponsor shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, in any and all commonwealths, territories, dependencies, colonies, or possessions of the United States of America, and in any foreign jurisdiction and to do all such other things and execute all such instruments as it deems necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Sponsor in good faith shall be conclusive. In construing the provisions of this Trust Agreement, the presumption shall be in favor of a grant of power to the Sponsor. The enumeration of any specific power in this Trust Agreement shall not be construed as limiting the aforesaid power. The powers of the Sponsor may be exercised without order of or resort to any court.

Section 2. AUTHORITY OF SPONSOR. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, the Sponsor shall have and may exercise on behalf of the Trust, all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Trust, which shall include, without limitation, the following:

(a) To enter into, execute, deliver and maintain, and to cause the Trust to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities.

(b) To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on behalf of the Trust with appropriate banking and savings institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor’s name shall be deemed executed and accepted on behalf of the Trust by the Sponsor.

(c) To deposit, withdraw, pay, retain and distribute each Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement.

(d) To supervise the preparation and filing of the Registration Statement, the Prospectus and any supplements and amendments thereto.

(e) To pay or authorize the payment of distributions to the Shareholders and expenses of each Fund.

(f) To make any elections on behalf of the Trust under the Code, or any other applicable U.S. federal or state tax law as the Sponsor shall determine to be in the best interests of the Trust.

(g) In the sole discretion of the Sponsor, to admit an Affiliate or Affiliates of the Sponsor as additional Sponsors.

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(h) To adopt disclosure and financial reporting information gathering and control policies and procedures.

(i) To make any necessary determination or decision in connection with the preparation of the Trust’s financial statements and amendments thereto, and the Prospectus.

(j) To prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the Securities Exchange Act of 1934, the CEA, or the rules and regulations thereunder.

(k) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions.

(l) Appoint and remove independent public accountants to audit the accounts of the Trust.

(m) Employ attorneys to represent the Trust.

(n) Adopt, implement or amend, from time to time, such disclosure and financial reporting information gathering and control policies and procedures as are necessary or desirable to ensure compliance with applicable disclosure and financial reporting obligations under any applicable securities laws.

(o) Enter into a Distribution Agreement with the Distributor and discharge the duties and responsibilities of the Trust and the Sponsor thereunder.

(p) For each Fund, enter into an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Fund and the Sponsor thereunder.

(q) For each Fund, in connection with purchase of a Creation Unit, receive Creation Unit Capital Contributions from Authorized Participants.

(r) For each Fund, receive from Authorized Participants and process or cause the Distributor or Administrator, as applicable, to process properly submitted Redemption Orders.

(s) Cause the Trust to enter into one or more custodian agreements, including with the Sponsor, on terms and conditions acceptable to the Sponsor.

(t) Authorize the Trust, for the Trust or any Fund or Class, to enter into one or more administration, transfer agency and accounting agreements and agreements for such other services necessary or appropriate to carry out the business and affairs of the Trust with any party or parties on terms and conditions acceptable to the Sponsor, including but not limited to agreements with legal counsel and an independent registered public accounting firm.

(u) For each Fund, receive a Redemption Order from a redeeming Authorized Participant through the Depository, and thereupon cancel or cause to be cancelled, the Shares to be redeemed in connection with the Redemption Order.

(v) Interact with the Depository as required.

(w) Enter into the Sponsor Agreement on terms and conditions acceptable to the Sponsor.

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(x) Prosecute, defend, settle or compromise actions or claims at law or in equity as may be necessary or proper to enforce or protect the Trust’s interests. The Sponsor shall satisfy any judgment, decree or decision of any court, board or authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefor, next, out of the Funds’ assets on a pro rata basis.

(y) Delegate those of its duties hereunder as it shall determine from time to time to one or more officers of the Trust, the Administrator, Distributor, Commodity Trading Advisors, Commodity Pool Operators or other Persons.

(z) In general, to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

(aa) Suspend purchases and/or redemptions of Shares at any time in its discretion.

(ab) [Cause a Fund to (i) borrow money from any person or enter into one or more credit facilities and (ii) pledge the assets of a Fund to secure such borrowings or credit facilities.]

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Sponsor. Any action by one or more of the Sponsor hereunder shall be deemed an action on behalf of the Trust or the applicable Series or Class, and not an action in an individual capacity.

Section 3. PAYMENT OF EXPENSES BY THE TRUST. The Sponsor is authorized to pay or cause to be paid out of the principal or income of the Trust any expenses of the Trust.

Section 4. TRUSTEE TERM; RESIGNATION.

(a) Wilmington Trust, National Association has been appointed and hereby agrees to serve as the Trustee of the Trust solely for purposes of satisfying the requirements of Section 3807 of the Delaware Trust Statute. The Trust shall have only one trustee unless otherwise determined by the Sponsor. The Trustee shall serve until such time as the Sponsor removes the Trustee or the Trustee resigns and a successor Trustee is appointed by the Sponsor in accordance with the terms of Section 7 of this Article.

(b) The Trustee may resign at any time upon the giving of at least sixty days’ advance written notice to the Trust; provided, that such resignation shall not become effective unless and until a successor Trustee shall have been appointed by the Sponsor in accordance with Section 7 of this Article or by the Court of Chancery of the State of Delaware. If the Sponsor does not appoint a successor Trustee within such sixty day period, the Trustee may apply, at the expense of the Trust, to the Court of Chancery of the State of Delaware for the appointment of a successor Trustee.

Section 5. POWERS OF TRUSTEE. Notwithstanding any other provision of this Trust Agreement, the Trustee shall not be entitled to exercise any of the powers, nor shall the Trustee have any of the duties and responsibilities, of the Sponsor described in this Trust Agreement. The Trustee shall be a Trustee for

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the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Trust Statute. The Trustee shall have only the rights, obligations and liabilities specifically provided for herein and shall have no implied rights, duties, obligations and liabilities with respect to the business and affairs of the Trust or any Fund. The Trustee shall have the power and authority to execute and file certificates as required by the Delaware Trust Statute and to accept service of process on the Trust in the State of Delaware. The Trustee shall provide prompt notice to the Sponsor of its performance of any of the foregoing. The Sponsor shall reasonably keep the Trustee informed of any actions taken by the Sponsor with respect to the Trust that would reasonably be expected to affect the rights, obligations or liabilities of the Trustee hereunder or under the Delaware Trust Statute.

Section 6. COMPENSATION AND EXPENSES OF THE TRUSTEE. The Trustee shall be entitled to receive from the Sponsor or an Affiliate of the Sponsor (including the Trust) reasonable compensation for its services hereunder as set forth in a separate fee agreement and shall be entitled to be reimbursed by the Sponsor or an Affiliate of the Sponsor (including the Trust) for reasonable out-of-pocket expenses incurred by it in the performance of its duties hereunder, including without limitation, the reasonable compensation, out-of-pocket expenses and disbursements of counsel and such other agents as the Trustee may employ in connection with the exercise and performance of its rights and duties hereunder.

Section 7. SUCCESSOR TRUSTEE. Upon the resignation or removal of the Trustee, the Sponsor shall appoint a successor Trustee by delivering a written instrument to the outgoing Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. Any resignation or removal of the Trustee and appointment of a successor Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Trustee to the outgoing Trustee and the Sponsor and any fees and expenses due to the outgoing Trustee are paid or waived by the outgoing Trustee. Following compliance with the preceding sentence, the successor Trustee shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Trustee under this Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations under this Trust Agreement.

Section 8. LIABILITY OF TRUSTEE. Except as otherwise provided in this Article III, in accepting the trust continued hereby, Wilmington Trust, National Association acts solely as Trustee hereunder and not in its individual capacity, and all Persons having any claim against Wilmington Trust, National Association by reason of the transactions contemplated by this Trust Agreement and any other agreement to which the Trust or any Fund is a party shall look only to the appropriate Fund Trust Estate for payment or satisfaction thereof. In particular, but not by way of limitation:

(a) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Trust Agreement or for the form, character, genuineness, sufficiency, value or validity of any Trust Estate or the Shares.

(b) The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor.

(c) The Trustee shall not have any liability for the acts or omissions of the Sponsor.

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(d) The Trustee shall not have any duty or obligation to supervise the performance of any obligations of the Sponsor.

(e) No provision of this Trust Agreement shall require the Trustee to act or expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder if the Trustee shall have reasonable grounds for believing that such action, repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it.

(f) Under no circumstances shall the Trustee be liable for indebtedness evidenced by or other obligations of the Trust or any Fund arising under this Trust Agreement or any other agreements to which the Trust is a party.

(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement, or to appear in, institute, conduct or defend any action or litigation under this Trust Agreement or any other agreements to which the Trust or any Fund is a party, at the request, order or direction of the Sponsor or any Shareholders unless the Sponsor or such Shareholders have offered to Wilmington Trust, National Association (in its capacity as Trustee and individually) security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by Wilmington Trust, National Association (including, without limitation, the reasonable fees and expenses of its counsel) therein or thereby.

(h) The Trustee shall not be required to take any action hereunder or otherwise if the Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Trustee or is contrary to the terms hereof or is otherwise contrary to law. (i) Whenever the Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Trust Agreement, the Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Sponsor requesting instruction as to the course of action to be adopted, and, to the extent the Trustee acts in good faith in accordance with any such instruction received, the Trustee shall not be liable on account of such action to any Person. If the Trustee shall not have received appropriate instructions within ten calendar days of sending such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Trust Agreement, and the Trustee shall have no liability to any Person for any such action or inaction.

(i) The Trustee shall have no liability whatsoever to any Person except for its own willful misconduct or gross negligence.

(j) The Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in a Registration Statement or in any other document issued or delivered in connection with the sale or transfer of the Shares.

(k) Notwithstanding anything contained herein to the contrary, the Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with or taking of any action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge

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becoming payable by the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Trust Agreement.

(l) The Trustee shall not be liable for punitive, exemplary, consequential or similar damages for a breach of the Trust Agreement under any circumstances.

ARTICLE IV

SHARES

Section 1. DIVISION OF BENEFICIAL INTEREST.

(a) The beneficial interests in the Trust shall at all times be divided into an unlimited number of Shares, without par value. The Sponsor may authorize the division of Shares into separate Series (which may be referred to as “Funds”) and the division of Series into separate classes of Shares (each a “Class”). The different Series shall be established and designated, and the variations in the relative rights and preferences as among the different Series and Classes shall be fixed and determined by the Sponsor.

(b) Unless the Sponsor determines otherwise, no Share shall have any priority or preference over any other Share of the same Class of a Series with respect to dividends or distributions upon termination of the Trust or of such Class or Series. Unless the Sponsor determines otherwise, all dividends and distributions shall be made ratably among all Shareholders of a particular Class of a Series from the assets held with respect to such Series according to the number of Shares of such Class of such Series held of record by such Shareholder on the record date for any dividend or distribution or on the date of termination, as the case may be. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series. The Sponsor may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series.

(c) The Sponsor may issue Shares of any Fund or Class thereof for such consideration and on such terms as it may determine (or for no consideration), all without action or approval of the Shareholders thereof. All Shares when so issued on the terms determined by the Sponsor shall be fully paid and non-assessable. Every Shareholder and Beneficial Owner, by virtue of having purchased or otherwise acquired an interest in a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Trust Agreement.

Section 2. OWNERSHIP OF SHARES. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall separately record the Shares of each Series and Class. No certificates evidencing the ownership of Shares shall be issued except as the Sponsor may otherwise determine from time to time. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each Series and Class and as to the number of Shares of each Series and Class held from time to time by each Shareholder.

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Section 3. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY.

(a) The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust shall not operate to dissolve or terminate the Trust or any Series or Class thereof, nor entitle the representative of such Shareholder to an accounting or to take any action in court or elsewhere against the Trust, the Sponsor or the Trustee, but entitles such representative only to the rights of such Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Estate or right to call for a partition or division of the same or for an accounting.

(b) The Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware and no Shareholders shall be liable for claims against, or debts of the Trust or the applicable Fund.

SECTION 4. Derivative Actions.

In addition to any other requirements of applicable law including Section 3816 of the Delaware Trust Statute, no Shareholder shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust unless two or more Shareholders who (i) are not Affiliates of one another and (ii) collectively hold at least 10% of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding.

Section 4. ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASS.

(a) The establishment and designation of any Series or Class of Shares shall be effective upon the adoption by the Sponsor of a written instrument that sets forth such establishment and designation, whether directly in such instrument or by reference to, or approval of, another document that sets forth each such Series or Class of Shares including in a Registration Statement. The relative rights and preferences of each Series and Class of Shares thereof shall be as set forth herein and as set forth in such Registration Statement, except to the extent otherwise provided in the instrument establishing such Series or Class of Shares. Each Series established pursuant to this Section 4 shall be considered separate from each other Series as set forth in this Article IV.

(b) Shares of each Series or Class established pursuant to this Section 4, except to the extent otherwise provided in the instrument establishing such Series or Class, shall have the following relative rights and preferences:

(i) The Trust Estate of each Fund shall be held in separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the other assets of the Trust and every other Series and are referred to as “assets belonging to” that Series. The assets belonging to a Series shall belong only to that Series for all purposes, and to no other Series, and shall be subject only to the rights of creditors of that Series. Any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series shall be allocated between and among one or more Series as the Sponsor deems fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, earnings, income, profits or funds, or payments and proceeds thereof shall be referred to as assets belonging to that Series. The assets belonging to a Series shall be so recorded upon the books of the Trust, and shall be held in trust for the benefit of the Shareholders of that Series. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities, expenses, costs, charges and reserves allocated solely to a particular Class, if any, shall be borne by that Class.

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(ii) The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or of any other Series and, unless otherwise provided by the Sponsor, none of the debts, liabilities, obligations, expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series shall be enforceable against the assets of such Series. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as being held with respect to any particular Series shall be allocated and charged by the Sponsor to and among any one or more of the Series in such manner and on such basis as the Sponsor in its sole discretion deems fair and equitable. Notice of the contractual limitation on liabilities among Series described in the first sentence of this paragraph may, in the Sponsor’s discretion, be set forth in the Certificate of Trust of the Trust and upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Trust Statute relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of the Delaware Trust Statute of setting forth such notice in the Certificate of Trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series, except to the extent that such Shareholder or former Shareholder has such a claim or right hereunder as a Shareholder or former Shareholder of such other Series.

(c) Notwithstanding any other provisions of this Trust Agreement, no distribution including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class with respect to, nor any redemption or repurchase of, the Shares of any Series or Class shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder of any particular Series otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Sponsor shall have full discretion to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. Any Shares of a Series acquired, through purchase, exchange or otherwise, by another Series shall not be deemed cancelled, unless the Sponsor affirmatively determines otherwise.

(d) Except to the extent otherwise provided in the instrument establishing such Series, all the Shares of each particular Series shall represent an equal proportionate interest in the assets held with respect to that Series (subject to the liabilities held with respect to that Series and such rights and preferences as may have been established and designated with respect to Classes of Shares within such Series).

(e) Except to the extent otherwise provided in the instrument establishing such Series, any fractional Share of a Series shall carry proportionately all the rights and obligations of a whole Share of that Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust.

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(f) The Sponsor shall have the authority to provide that the holders of Shares of any Series shall have the right to exchange said Shares for Shares of one or more other Series of Shares in conformity with such requirements and procedures as may be established by the Sponsor.

Section 5. ESTABLISHMENT OF INITIAL FUNDS OF THE TRUST.

(a) Without limiting the authority of the Sponsor set forth in Section 4 of this Article to establish and designate any further Series without requiring an amendment of this Trust Agreement, the Sponsor hereby establishes and designates two initial series as follows:

U.S. Equity Cumulative Dividends Fund – Series 2026

U.S. Equity Ex-Dividend Fund – Series 2026

(b) The relative rights and preferences of the above Funds shall be as set forth in the Registration Statement for such Funds.

Section 6. OFFER OF SHARES, PROCEDURES FOR CREATION AND ISSUANCE OF CREATION UNITS.

(a) Subject to the Sponsor establishing alternative procedures from time to time in its sole discretion, the procedures relating to the creation and issuance of Creation Units will be set forth in the Authorized Participant Agreements and Authorized Participant Handbooks for each Fund (which may be amended from time to time in accordance with the provisions of the Authorized Participant Agreements and any such amendment will not constitute an amendment of this Trust Agreement), and will govern the Trust with respect to the creation and issuance of Creation Units. The number of Creation Units which may be issued by each Fund is limited only by the number of outstanding shares of a Fund or the Trust, as the case may be, that are registered for sale with the SEC. Unless the Sponsor determines otherwise, certificates for Creation Units will not be issued.

(b) Rejection. For each Fund, the Sponsor shall have the absolute right, but shall have no obligation, to reject any Creation Unit Capital Contribution.

Section 7. DISTRIBUTIONS.

(a) Distributions on Shares may be paid with such frequency as the Sponsor may determine, which may be daily or otherwise, to the Shareholders, from such of the income and capital gains, accrued or realized, from each Trust Estate, after providing for actual and accrued liabilities. Except to the extent the Sponsor otherwise determines, all distributions on Shares thereof shall be distributed pro rata to the Shareholders in proportion to the total outstanding Shares held by such Shareholders at the date and time of record established for the payment of such distribution. Such distributions may be made in cash or Shares as determined by the Sponsor or pursuant to any program that the Sponsor may have in effect at the time for the election by each Shareholder of the mode of the making of such distribution to that Shareholder. Nothing in this Section 7 shall obligate the Sponsor to cause the Trust to make any distributions.

Section 8. ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES. For purposes of maintaining the Capital Accounts and in determining the rights of the Shareholders among themselves, the Trust’s Net Income and Net Loss shall be allocated among the Shareholders in each fiscal year or other applicable period (or portion thereof) as provided herein below.

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(a) Net Income and Net Loss. After giving effect to the allocations set forth in this Article IV, Section 8(c), Net Income or Net Loss for each fiscal year or other applicable period shall be allocated to the Shareholders in accordance with their respective Percentage Interests.

(b) Allocation upon Termination. With respect to all Article IV, Section 8(a) allocations following a Liquidation Date, such allocations shall be made after Capital Account balances have been adjusted by all other allocations provided under this Article IV, Section 8 and after giving effect to all distributions during such fiscal year or other applicable period; provided, however, that solely for purposes of this Article IV, Section 8(b), Capital Accounts shall not be adjusted for distributions made pursuant to Article X, Section 1.

(c) Mandatory Allocations. Notwithstanding any other provision of this Article IV, Section 8, the following special allocations shall be made for such taxable period:

(i) Trust Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV Section 8, if there is a net decrease in Trust Minimum Gain during any Trust fiscal year or other applicable period, then, subject to the exceptions set forth in Treasury Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Shareholder shall be allocated items of Trust income and gain for such period (and, if necessary, subsequent periods) in an amount equal to such Shareholder’s share of Trust Minimum Gain, as determined in accordance with Treasury Regulations Section 1.704-2(g). This Article IV, Section 8(c)(i) is intended to comply with the Trust Minimum Gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Chargeback of Shareholder Minimum Gain. Notwithstanding the other provisions of this Article IV, Section 8 (other than Article IV, Section 8(c)(i)), if there is a net decrease in Shareholder Minimum Gain attributable to a Shareholder Nonrecourse Debt during any Trust fiscal year or other applicable period, then, subject to the exception set forth in Treasury Regulations Section 1.704-2(i)(4), each Shareholder with a share of Shareholder Minimum Gain attributable to such Shareholder Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be allocated items of Trust income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulations Sections 1.704-2(i)(4). This Article IV, Section 8(c)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii) Qualified Income Offset. Notwithstanding any other provision of this Article IV, Section 8 (other than Article IV, Section 8(c)(i) and (ii)), in the event any Shareholder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that cause an increase in an Adjusted Capital Account deficit of such Shareholder, items of Trust income and gain shall be specially allocated to such Shareholder in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance in its Adjusted Capital Account. This Article IV, Section 8(c)(iii) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

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(iv) No Excess Deficit. To the extent that any Shareholder has or would have, as a result of an allocation of Net Loss (or item thereof), an Adjusted Capital Account deficit, such amount of Net Loss (or item thereof) shall be allocated to the other Shareholders in accordance with this Article IV, Section 8, but in a manner which will not produce an Adjusted Capital Account deficit as to any such Shareholder. To the extent such allocation would result in all Shareholders having Adjusted Capital Account deficits, such Net Loss (or item thereof) shall be allocated in accordance with Article IV, Section 8(a). Any allocations of Net Loss (or item thereof) pursuant to this Article IV, Section 8(c)(iv) shall be reversed with a corresponding amount of Net Profits in subsequent years.

(v) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Shareholders in accordance with their respective Percentage Interests. If the Sponsor determines that the Trust’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the Sponsor is authorized, upon notice to the other Shareholders, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

(vi) Shareholder Nonrecourse Deductions. Shareholder Nonrecourse Deductions for any taxable period shall be allocated 100% to the Shareholder that bears the economic risk of loss with respect to the Shareholder Nonrecourse Debt to which such Shareholder Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i).

(vii) Nonrecourse Liabilities. Nonrecourse Liabilities of the Trust described in Treasury Regulations Section 1.752-3(a)(3) shall be allocated among the Shareholders in a manner chosen by the Sponsor and consistent with such Treasury Regulation.

(viii) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Trust asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Shareholders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(ix) Curative Allocation.

(A) The Required Allocations are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Shareholders that, to the extent possible, all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Trust income, gain, loss or deduction pursuant to this Article IV, Section 8 (c)(ix). Therefore, notwithstanding any other provision of this Article IV, Section 8 (other than the Required Allocations), the Sponsor shall make such offsetting special allocations of Trust income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Shareholder’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Shareholder would have had if the Required Allocations were not part of this Agreement and all Trust items were allocated pursuant to the economic agreement among the Shareholders.

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(B) The Sponsor shall, with respect to each fiscal year or other applicable period, (1) apply the provisions of Article IV, Section 8(c)(ix)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Article IV, Section 8 (c)(ix)(A) among the Shareholders in a manner that is likely to minimize such economic distortions.

Section 9. ALLOCATIONS FOR TAX PURPOSES.

(a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Shareholders in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Article IV, Section 8.

(b) In accordance with Sections 704(b) and 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the Trust shall solely for federal income tax purposes, be allocated among the Shareholders so as to take into account any variation between the adjusted basis of such property to the Trust for federal income tax purposes and the initial Gross Asset Value. If the Gross Asset Value of any Trust asset is adjusted as described in the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such Trust asset shall take into account any variation between the adjusted basis of such Trust Asset for federal income tax purposes and its Gross Asset Value in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. In furtherance of the foregoing, the Trust shall employ any method under Section 704(c) of the Code selected by the Sponsor. The Sponsor, in an attempt to eliminate book-tax disparities, expects items of income, gain, or loss will be allocated for U.S. federal income tax purposes among the Members under the principles of the remedial method of Treasury Regulations Section 1.704-3(d). Allocations pursuant to this Section 9(b) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Shareholder’s Capital Account or share of Net Income, Net Loss, other items, or distributions pursuant to any provision of this Agreement.

(c) For the proper administration of the Trust and for the preservation of uniformity of the Shares (or any class or classes thereof), the Sponsor shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including gross income) or deductions; (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Shares (or any class or classes thereof); and (iv) adopt and employ such methods for (A) the maintenance of Capital Accounts for book and tax purposes, (B) the determination and allocation of adjustments under Sections 704(c), 734 and 743 of the Code, (C) the determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the determination of the identities and tax classification of Shareholders, (E) the provision of tax information and reports to the Shareholders, (F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the transfer of Shares, (J) tax compliance and other tax-related requirements, including the use of computer software, and to use filing and reporting procedures similar to those employed by publicly-traded partnerships and limited liability companies, as it determines in its sole discretion are necessary and appropriate to execute the provisions of this Agreement and to comply with federal, state and local tax law, and to

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achieve uniformity of Shares within a class. The Sponsor may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Article IV, Section 9(c) only if such conventions, allocations or amendments would not have a material adverse effect on the Shareholders, the holders of any class or classes of Shares issued and Outstanding or the Trust, and if such allocations are consistent with the principles of Section 704 of the Code.

(d) All items of income, gain, loss, deduction and credit recognized by the Trust for federal income tax purposes and allocated to the Shareholders in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Trust; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the Sponsor) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

(e) In the event the Trust becomes listed on an Exchange or other major exchange, unless the Sponsor determines otherwise, each item of Trust income, gain, loss and deduction shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall be allocated to the Shareholders as of the opening of such Exchange on the first business day of each month; provided, however, such items for the period beginning on the closing date and ending on the last day of the month in which the option closing date or the expiration of the over-allotment option occurs shall be allocated to the Shareholders as of the opening of such Exchange on the first Business Day of the next succeeding month; and provided, further, that gain or loss on a sale or other disposition of any assets of the Trust or any other extraordinary item of income or loss realized and recognized other than in the ordinary course of business, as determined by the Sponsor, shall be allocated to the Shareholders as of the opening of Exchange on the first business day of the month in which such gain or loss is recognized for federal income tax purposes. The Sponsor may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder.

(f) Allocations that would otherwise be made to a Shareholder under the provisions of this Article IV shall instead be made to the beneficial owner of Shares held by a nominee in any case in which the nominee has furnished the identity of such owner to the Trust in accordance with Section 6031(c) of the Code or any other method determined by the Sponsor.

ARTICLE V

OFFICERS

Section 1. APPOINTMENT OF OFFICERS.

The Sponsor may appoint officers, who shall be agents of the Trust with such titles and duties as the Sponsor shall specify. Any number of offices may be held by the same person. Each officer of the Trust shall be appointed by the Sponsor, and each shall serve at the pleasure of the Sponsor, subject to the rights, if any, an officer may have under any contract of employment.

Section 2. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Sponsor. Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

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Section 3. AUTHORITY TO ACT. Subject to the supervision and oversight of the Sponsor, the officers of the Trust are delegated the authority to act on behalf of the Trust consistent with the parameters and powers of their position as outlined from time to time by the Sponsor, including to prepare, negotiate, deliver and execute documents, agreements, plans, registration statements, any and all applications for exemptive orders, and any amendments or supplements thereto, that the officers or any of them believe, with advice of counsel, are necessary or desirable for the Trust.

ARTICLE VI

LIMITATION OF LIABILITY, FIDUCIARY DUTY AND INDEMNITY

Section 1. LIABILITY OF COVERED PERSONS. A Covered Person shall have no liability to the Trust, any Fund or to any Shareholder or Beneficial Owner or other Covered Person for any loss suffered by the Trust or any Fund which arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust or the applicable Fund and such course of conduct did not constitute gross negligence or willful misconduct of such Covered Person. Subject to the foregoing, neither the Sponsor nor any other Covered Person shall be personally liable for the return or repayment of all or any portion of the capital or profits of any Shareholder or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to this Trust Agreement shall be made solely from the assets of the applicable Fund without any rights of contribution from the Sponsor or any other Covered Person.

Section 2. FIDUCIARY DUTY OF COVERED PERSONS.

(a) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Funds, the Shareholders or to any other Person, a Covered Person acting under this Trust Agreement shall not be liable to the Trust, the Funds, the Shareholders or to any other Person for its good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of a Covered Person otherwise existing at law or in equity are agreed by the parties hereto and the Shareholders to replace such other duties and liabilities of such Covered Person. To the fullest extent permitted by law, no Person other than the Sponsor and the Trustee shall have any duties (including fiduciary duties) or liabilities at law or in equity to the Trust, the Shareholders or any other Person.

(b) Unless otherwise expressly provided herein: (i) whenever a conflict of interest exists or arises between the Sponsor or any of its Affiliates, on the one hand, and the Trust, the Trustee or any Shareholder or any other Person, on the other hand; or (ii) whenever this Trust Agreement or any other agreement contemplated herein or therein provides that the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholder or any other Person, the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or

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accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of this Trust Agreement or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.

(c) The Sponsor and any Affiliate of the Sponsor may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust or to the Shareholders for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Shareholder shall have any rights or obligations by virtue of this Trust Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Shareholders or any Affiliate of the Trust or the Shareholders.

(d) To the fullest extent permitted by law and notwithstanding any other provision of this Trust Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Trust Agreement a Person is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, the Shareholders or any other Person, or (b) in its “good faith” or under another express standard, the Person shall act under such express standard and shall not be subject to any other or different standard. The term “good faith” as used in this Trust Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law.

Section 3. COMPENSATION TO THE SPONSOR. The Sponsor shall be entitled to compensation for its services as Sponsor of the Trust as set forth in the Sponsor Agreement.

Section 4. OTHER BUSINESS OF SHAREHOLDERS. Except as otherwise specifically provided herein, any of the Shareholders and any shareholder, officer, director, employee or other person holding a legal or beneficial interest in an entity which is a Shareholder, may engage in or possess an interest in other business ventures of every nature and description, independently or with others, and the pursuit of such ventures, even if competitive with the business of the Trust, shall not be deemed wrongful or improper.

Section 5. INDEMNIFICATION OF COVERED PERSONS.

(a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust.

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(b) The Trust (or, in furtherance of Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person.

(c) Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section.

Section 6. OTHER CONTRACTUAL RIGHTS. Nothing contained in Section 5 shall affect any right to indemnification to which persons other than Sponsor and officers of this Trust may be separately entitled by contract or otherwise.

ARTICLE VII

SHAREHOLDERS’ VOTING POWERS AND MEETINGS

Section 1. VOTING POWERS.

(a) Except as required under applicable federal law or under the rules or regulations of an Exchange, the Shareholders shall have no voting rights hereunder (including with respect to mergers, consolidations or conversions of the Trust or transfers to or domestication in any jurisdiction by the Trust or any other matters that under the Delaware Trust Statute default voting rights are provided to holders of beneficial interests.) The Shareholders shall have the right to vote on other matters only as the Sponsor may consider desirable and so authorize in its sole discretion. To the extent that federal or Delaware law is amended, modified or interpreted by rule, regulation, order, or no-action letter to (on a mandatory basis) expand, eliminate or limit Shareholders’ right to vote on any specific matter, the Shareholders’ right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Sponsor or the Shareholders.

(b) On each matter, if any, submitted to a vote of Shareholders, unless the Sponsor determines otherwise, all Shares of all Series and Classes shall vote together as a single class; provided, however, that: (i) as to any matter with respect to which a separate vote of any Series or Class is required by applicable law or is required by attributes applicable to any Series or Class, such requirements as to a separate vote by that Series or Class shall apply; (ii) unless the Sponsor determine that this clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more

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than one Series or Class and the interests of each such Series or Class in the matter are identical, then the Shares of all such affected Series or Classes shall vote together as a single class; and (iii) as to any matter which does not affect the interests of a particular Series or Class, only the holders of Shares of the one or more affected Series or Classes shall be entitled to vote. As determined by the Sponsor, in its sole discretion, without the vote or consent of Shareholders, on any matter submitted to a vote of Shareholders either (i) each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote or (ii) each dollar of Net Asset Value (number of Shares owned times Net Asset Value per share of the Trust, if no Series shall have been established or of such Series or Class, as applicable) shall be entitled to one vote on any matter on which such Shares are entitled to vote and each fractional dollar amount shall be entitled to a proportionate fractional vote. Without limiting the power of the Sponsor in any way to designate otherwise in accordance with the preceding sentence, the Sponsor hereby establishes that each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. Shares may be voted in person or by proxy or in any manner determined by the Sponsor.

Section 2. VOTING POWER AND MEETINGS. Meetings of the Shareholders may be called by the Sponsor for such purposes as may be prescribed by law or by this Trust Agreement.

Section 3. PLACE OF MEETINGS. A meeting of Shareholders shall be held at any place designated by the Sponsor or an officer of the Trust.

Section 4. NOTICE OF SHAREHOLDERS’ MEETING. All notices of meetings of Shareholders shall be sent or otherwise given to each Shareholder of record not less than seven nor more than one hundred and twenty days before the date of the meeting in the manner determined by the Sponsor. The notice shall specify: (a) the place, date and hour of the meeting; and (b) the general nature of the business to be transacted.

Section 5. ADJOURNED MEETING; NOTICE. Any Shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time by the Sponsor or by the vote of a majority of the Shares of the Class, Series or Trust, as the case may be, represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty days from the date set for the original meeting, in which case the Sponsor shall set a new record date. Notice of any such adjourned meeting shall be given to each Shareholder of record entitled to vote at the adjourned meeting. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

Section 6. VOTING PROCEDURE. The Trust shall be authorized to solicit, and a Shareholder shall be entitled to submit a proxy ballot containing the voting instructions of such Shareholder, in person, or by U.S. mail, overnight mail, express mail, telephone, electronic mail, telefacsimile, telegraph, internet or other electronic media, provided however, that the Sponsor or an officer of the Trust may limit or delineate the types of media and methods by which a Shareholder may submit voting instructions. On any matter any Shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the Shareholder fails to specify the number of shares which the Shareholder is voting affirmatively, it will be conclusively presumed that the Shareholder’s approving vote is with respect to the total shares that the Shareholder is entitled to vote on such proposal.

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Section 7. QUORUM AND REQUIRED VOTE. Except when a larger quorum is required by applicable law or by this Trust Agreement, the presence (in person or by ballot) of thirty-three and one-third percent (33 1/3%) of the Shares entitled to vote shall constitute a quorum at a Shareholders’ meeting. When any one or more Series or Classes is to vote as a single Class separate from any other Shares, thirty-three and one-third percent (33 1/3%) of the Shares of each such Series or Classes entitled to vote shall constitute a quorum at a Shareholder’s meeting of that Series or Class. Any meeting of Shareholders may be adjourned consistent with the provisions of Section 5 above, whether or not a quorum is present. When a quorum is present at any meeting, a majority of the Shares represented at the meeting shall decide any questions except when a different vote is required by any provision of this Trust Agreement or by applicable law.

Section 8. ACTION BY WRITTEN CONSENT. Any action taken by Shareholders may be taken without a meeting if Shareholders holding a majority of the Shares entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement or federal law) or holding a majority (or such larger proportion as aforesaid) of the Shares of any Series or Class entitled to vote separately on the matter consent to the action in writing or by other electronic means (such as via telephone or the internet) and such written consent or a record of such electronic consent is filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 9. RECORD DATES. For the purpose of determining the Shareholders of any Series or Class who are entitled to vote or act at any meeting or any adjournment thereof, the Sponsor may from time to time fix a date, which shall be not more than one-hundred and twenty days before the date of any meeting of Shareholders, as the record date for determining the Shareholders of such Series or Class having the right to notice of and to vote at such meeting and any adjournment thereof, and in such case only Shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. For the purpose of determining the Shareholders of any Series or Class who are entitled to receive payment of any dividend or of any other distribution, the Sponsor may from time to time fix a date, which shall be before the date for the payment of such dividend or such other payment, as the record date for determining the Shareholders of such Series or Class having the right to receive such dividend or distribution. Without fixing a record date the Sponsor may for voting and/or distribution purposes close the register or transfer books for one or more Series for all or any part of the period between a record date and a meeting of Shareholders or the payment of a distribution. Nothing in this Section shall be construed as precluding the Sponsor from setting different record dates for different Series or Classes.

Section 10. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. Any Shareholder may waive notice, which waiver may be submitted by U.S. mail, overnight mail, express mail, telephone, electronic mail, telefacsimile, telegraph, internet or other electronic media. The waiver of notice need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any

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business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

Section 11. PROXIES. Every person entitled to vote on any matter shall have the right to do so either in person or by one or more agents authorized by a written or electronic proxy authorized by the person and filed with the Sponsor. A proxy shall be deemed authorized if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telephonic or internet transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A validly authorized proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing that proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted; provided however, that no proxy shall be valid after the expiration of eleven months from the date of the proxy unless otherwise provided in the proxy.

ARTICLE VIII

RECORDS AND REPORTS

Section 1. MAINTENANCE OF SHARE REGISTER. The Trust shall keep at its principal office or at the office of its transfer agent or registrar, if either be appointed and as determined by the Sponsor, a record of its Shareholders, containing the names and addresses of all Shareholders and the number and Series of Shares held by each Shareholder.

Section 2. MAINTENANCE OF OTHER RECORDS. The accounting books and records and minutes of proceedings of the Shareholders and the Sponsor shall be kept at such place or places designated by the Sponsor or in the absence of such designation, at the principal office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

ARTICLE IX

REDEMPTIONS

Section 1. REDEMPTION OF CREATION UNITS.

(a) Subject to the Sponsor establishing alternative procedures from time to time in its sole discretion, the procedures relating to the redemption of Creation Units are fully set forth in Authorized Participant Agreements and Authorized Participant Handbook for each Fund (which may be amended from time to time in accordance with the provisions of the Authorized Participant Agreement and any such amendment shall not constitute an amendment of this Trust Agreement), and will govern the Trust with respect to redemption of Creation Units.

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(b) Subject to deduction of any tax or other governmental charges due thereon, and subject to the Sponsor’s establishment of alternative procedures the redemption distribution shall consist of cash or other assets to the extent permitted in the Registration Statement or an Authorized Participant Agreement in an amount equal to the Net Asset Value per Creation Unit of a Fund multiplied by the number of Creation Unit(s) of such Fund requested in the Authorized Participant’s redemption order as of the time of the calculation of such Fund’s Net Asset Value per Share on the redemption order date.

(c) The Sponsor may, in its sole discretion, suspend the right of redemption, or postpone any redemption settlement date.

ARTICLE X

MISCELLANEOUS

Section 1. TERMINATION OF TRUST, SERIES OR CLASS.

(a) Unless terminated as provided herein, the Trust, and any Series or Class thereof, shall continue without limitation of time. The Trust, or any Series or Class thereof, may be dissolved at any time and for any reason by the Sponsor with written notice to the Shareholders.

(b) Upon dissolution of the Trust (or any Series or Class, as the case may be), after paying or making reasonable provision for all charges, taxes, expenses, claims and liabilities of the Trust, or severally, with respect to each Series or Class (or the applicable Series or Class, as the case may be), whether due or accrued or anticipated as may be determined by the Sponsor and otherwise complying with Section 3808 of the Delaware Trust Statute, the Trust shall, in accordance with the Delaware Trust Statute and such procedures as the Sponsor considers appropriate, distribute the remaining assets in kind or reduce the remaining assets held, severally, with respect to each Series or Class (or the applicable Series or Class, as the case may be), to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds held with respect to each Series or Class (or the applicable Series or Class, as the case may be), to the Shareholders of that Series or Class, as a Series or Class, ratably according to the number of Shares of that Series or Class held by the several Shareholders on the date of termination.

(c) Upon the completion of the winding up of the Trust in accordance with the Delaware Trust Statute and this Trust Agreement, the Sponsor shall cause the Trustee to file a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Trust Statute and thereupon, the Trust and this Trust Agreement (other than Article VI Section 5) shall terminate. The provisions of Article VI Section 6 shall survive the termination of the Trust.

Section 2. MERGER AND CONSOLIDATION. The Sponsor may cause (i) the Trust to be merged into or consolidated with, converted to or to sell all or substantially all of its assets to, another trust or entity; (ii) a Series of the Trust to be consolidated with, or to sell all or substantially all of its assets to, another Series of the Trust or another series of another trust or company; (iii) the Shares of a Class of a Series to be converted into another Class of the same Series; (iv) the Shares of the Trust or any Series to be converted into beneficial interests in another statutory trust (or series thereof); or (v) the Shares of the Trust or any Series to be exchanged for shares in another trust or company under or pursuant to any state or federal statute to the extent permitted by law.

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For the avoidance of doubt, the Sponsor, with written notice to the Shareholders, may approve and effect any of the transactions contemplated under (i) – (v) above without any vote or other action of the Shareholders.

Section 3. FILING OF COPIES, REFERENCES AND HEADINGS. The original or a copy of this Trust Agreement and of each restatement and/or amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Sponsor as to whether or not any such restatements and/or amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Sponsor to be a copy of this instrument or of any such restatements and/or amendments. In this instrument and in any such restatements and/or amendment, references to this Trust Agreement, and all expressions like “herein”, “hereof” and “hereunder”, shall be deemed to refer to this instrument as amended or affected by any such restatements and/or amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This Trust Agreement may be executed in any number of counterparts each of which shall be deemed an original.

Section 4. APPLICABLE LAW. The validity and construction of this Trust Agreement and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof; provided, however, that causes of action for violations of U.S. federal or state securities laws shall not be governed by this Article X Section 4, and provided, further, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware (other than the Delaware Trust Statute) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Trustee, the Sponsor, the Shareholders or this Trust Agreement any provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Trust Statute) pertaining to trusts that relate to or regulate in a manner inconsistent with the terms hereof:    (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (g) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or managers that are inconsistent with the limitations on liability or authorities and powers of the Trustee or the Sponsor set forth or referenced in this Trust Agreement. Section 3540 of Title 12 of the Delaware Code shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, but subject to Article II Sections 4 and 5, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under Delaware law. Subject to Article II Sections 4 and 5, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

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Section 5. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

(a) The provisions of this Trust Agreement are severable, and if the Sponsor determines, with the advice of counsel, that any of such provisions are in conflict with any other applicable laws and regulations, the conflicting provision(s) shall be deemed never to have constituted a part of the Trust Agreement; provided, however, that such determination shall not affect any of the remaining provisions of the Trust Agreement or render invalid any action taken or omitted prior to such determination.

(b) If any provision of the Trust Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Trust Agreement in any jurisdiction.

Section 6. STATUTORY TRUST ONLY. It is the intention of the parties hereto to create a statutory trust pursuant to the Delaware Trust Statute. It is not the intention of the parties hereto to create a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a statutory trust pursuant to the Delaware Trust Statute. Nothing in this Trust Agreement shall be construed to make the Shareholders, either by themselves or with the Trustee and the Sponsor, partners or members of a joint stock association.

Section 7. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Sponsor may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Sponsor or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 8. FISCAL YEAR. The fiscal year of the Trust and of each Series shall be fixed and refixed or changed from time to time by resolution of the Sponsor.

Section 9. COUNTERPARTS. The Trust Agreement may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

ARTICLE XI

AMENDMENT

Section 1. AMENDMENT. This Trust Agreement may be amended without Shareholder approval, and all Shareholders purchase Shares with notice that it may be so amended except to the extent expressly required under Delaware or applicable federal law. The Sponsor may, without any Shareholder vote, amend or otherwise supplement this Trust Agreement by making an amendment, a trust instrument supplemental hereto or an amended and restated Trust Agreement; provided, that Shareholders shall have the right to vote on any amendment if expressly required under Delaware or federal law or rules or

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regulations under an Exchange, or submitted to them by the Sponsor in its sole discretion; and provided, further, that no amendment affecting the rights or duties of the Trustee shall be binding upon or effective against the Trustee unless consented to by the Trustee in writing. No amendment shall be made to this Trust Agreement without the consent of the Trustee if the Trustee reasonably believes that such amendment adversely affects any of its rights, duties or liabilities. The Trustee shall be under no obligation to execute any amendment to the Trust Agreement or to any agreement to which the Trust is a party until it has received an instruction letter from the Sponsor, in form and substance reasonably satisfactory to the Trustee (i) directing the Trustee to execute such amendment, (ii) representing and warranting to the Trustee that such execution is authorized and permitted by the terms of the Trust Agreement and (if applicable) such other agreement to which the Trust is a party and does not conflict with or violate any other agreement to which the Trust is a party and (iii) confirming that such execution and acts related thereto are covered by the indemnity provisions of the Trust Agreement in favor of the Trustee and do not adversely affect the Trustee.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto do hereby make and enter into this Fourth Amended and Restated Declaration of Trust as of the date first-above written.

METAURUS ADVISORS LLC as Sponsor
By:
	Name:
	Title:
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

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EX-4.2

Exhibit 4.2

METAURUS EQUITY COMPONENT TRUST

AUTHORIZED PARTICIPANT AGREEMENT

This Authorized Participant Agreement (this “Agreement”) is entered into as of this     day of             20     (the “Effective Date”), by and between                     (the “Participant”), Metaurus Advisors LLC (the “Sponsor”) and SEI Investments Distribution Co. (the “Distributor”), and is subject to acceptance by (the “Transfer Agent”), solely in its capacity as transfer agent of the Trust.

SUMMARY

The Sponsor serves in its capacity as Sponsor of the Metaurus Equity Component Trust (the “Trust”) pursuant to a Declaration of Trust dated as of [                    ], as amended or supplemented from time to time (the “Trust Agreement”). The Trust offers shares of one or more individual investment portfolios that relate solely to the assets specifically allocated to such portfolios (each, a “Series”). Each Series is listed for trading on one or more U.S. national securities exchanges or associations and operates as an “Exchange Traded Product.” Common stock of any Series (“Shares”) offered by the Trust (now or in the future) may be directly purchased from or redeemed to the Trust at a price based on the net asset value per Share (subject to applicable “Law” and the terms hereof) pursuant to the registration statement of each Series on Form S-1, as declared effective by the Securities and Exchange Commission (the “SEC”) and as amended and supplemented from time to time, or any successor registration statement for the Series (the “Registration Statement”) and only by or through an entity that: (i) is a registered broker-dealer; (ii) is a member of The Depository Trust Company; (iii) is a futures commission merchant (“FCM”) registered with the Commodity Futures Trading Commission (“CFTC”) or clears through an entity that is an FCM registered with the CFTC; and (iv) has entered into an authorized participant agreement.

Capitalized terms used herein and not otherwise defined have the meaning assigned to them in SECTION 12 of this Agreement.

To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:

SECTION 1 ORDERS FOR PURCHASE AND REDEMPTION

1.01 Creation Units. The Shares of any Series offered by the Trust may only be purchased or redeemed by a Participant, in Creation Unit size, from the applicable Series through the Distributor. A Creation Unit is a large aggregation of Shares of a Series, the specific number of which will be stated in the “Prospectus” of the applicable Series, as may be amended from time to time. The Participant is authorized to purchase and redeem Creation Units of such Series as determined in the discretion of the Sponsor, subject to applicable law and the terms hereof and of the Prospectus. The Participant acknowledges and agrees that (i) the Sponsor from time to time may change or adjust the number of Series available to the Participant in the Sponsor’s discretion; provided, however, that the Sponsor will make reasonable efforts to provide notice to the Participant and Distributor prior to any such adjustment to the Series available to the Participant; (ii) the Series that the Participant is authorized to purchase or redeem Creation Units of may be different than the Series available to other participants executing an authorized participant agreement similar to this Agreement; and (iii) the Sponsor may suspend purchases and/or redemptions of Shares at any time in its discretion; provided that any such suspension is effected in accordance with applicable Laws. The Participant may obtain a list of authorized Series from the Distributor upon request. The Sponsor will not unreasonably reduce the number of Series available to the Participant.

1.02 Procedures for Orders. The procedures for placing and executing orders to purchase Creation Units (“Purchase Orders”) and orders to redeem Creation Units (“Redemption Requests”) are described in the Prospectus for each Series and in the AP Handbook and must be placed and executed in accordance with the terms and procedures set forth in the Prospectus and the AP Handbook. Purchase Orders and Redemption Requests received by the Distributor and determined by the Distributor and the applicable

Series to be in proper form in accordance with such terms and procedures shall be processed at the net asset value per Share of the relevant Series next determined after such Purchase Order or Redemption Request is received by the Distributor and determined by the Distributor and the applicable Series to be in proper form. The Participant agrees to comply with any and all requirements stated in the Prospectus and in the AP Handbook to the extent applicable to it. The Sponsor and Distributor reserve the right to revise or augment the procedures relating to the manner of purchasing or redeeming Creation Units. The Distributor will make commercially reasonable efforts to provide prior notice to the Participant of any material changes to the AP Handbook. The Participant agrees to comply with such procedures as they may be revised or augmented from time to time. Such revised or additional procedures may be implemented by the Distributor with respect to any or all Series, due to changing Law, market conditions, administrative or operational processes or requirements for new or existing Series, or any other purposes.

Any Series may, subject to applicable Law, change the manner in which a Purchase Order and/or Redemption Request may be placed and/or executed by the Participant, including, without limitation, requiring that a Purchase Order or Redemption Request be cleared outside the CNS Clearing Process or any non-CNS Clearing Process. As provided in the AP Handbook, Purchase Orders and Redemption Requests will typically be executed through two parallel but connected processes whereby the futures and treasury securities constituting the Deposit Instruments or Redemption Instruments, as applicable, are transferred to the Series or the Participant, as applicable, through an EFRP, which will be reported to the CME by the Distributor and the Shares will be delivered to the Participant or the Series, as applicable, through NSCC. In the case of a Purchase Order, the applicable Series will not release a Creation Unit for settlement through NSCC until it has received the applicable Deposit Instruments related to such Creation Unit through an EFRP and, if applicable, cash in lieu for some or all of such Deposit Instruments [through the custodian for the Series], and in the case of a Redemption Request, the applicable Series will not release the Redemption Instruments through an EFRP or, if applicable, provide cash-in lieu for some or all of such Redemption Instruments [through its custodian] until it has received the Shares from the Participant through NSCC.

1.03 NSCC Authorization. All Purchase Orders and all Redemption Orders will be processed outside of the CNS Clearing Process. In that regard, the Participant, as a Participating Party, hereby authorizes the Transfer Agent to transmit to the NSCC on behalf of the Participant instructions, including without limitation instructions regarding the transfer of Shares, Cash Amounts and Cash Components, consistent with the Purchase Order and Redemption Request submitted in proper form by the Participant to the Distributor. The Participant agrees to be bound by the terms of such instructions issued by the Transfer Agent and reported to NSCC as though such instructions were issued by the Participant directly to NSCC.

1.04 Consent to Recording and Order Taking Website Documentation. It is contemplated that the phone lines used by the Distributor or other service providers to the Trust with respect to any Purchase Orders or Redemption Requests may be recorded, and the Parties hereby consent to the recording of all calls with any of those persons or entities. The Participant also acknowledges and agrees that its access to, and actions taken on, the Order Taking Website may be documented and the Participant shall be provided with such documentation upon request in the event of a dispute. The Distributor, Trust , Sponsor, or their Affiliated Persons, as applicable, shall promptly provide copies of recordings of any such calls or Website documentation, unless such recordings or documentation have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The parties each agree that the Distributor, the Sponsor and the Trust may use such recordings and documentation in connection with any dispute or proceeding relating to this Agreement.

1.05 Irrevocability. All Purchase Orders and Redemption Requests are irrevocable and considered final when placed by a Participant with the Distributor. The Participant shall be responsible for all liabilities, Losses, reasonable expenses and costs incurred by the Trust or the Distributor in connection with any modified or cancelled Purchase Order or Redemption Request. It is acknowledged and agreed that the Sponsor has the absolute right to reject any Purchase Order or Redemption Request (to the extent permitted by Law and the Prospectus) transmitted to it by the Distributor, including in the event that such Purchase Order or Redemption Request is deemed not to be in proper form. The Distributor shall notify the Participant as soon as reasonably practicable (which may be after the close of trading for a Business Day) of any such rejection of a Purchase Order or Redemption Request.

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1.06 Prospectus and Trade Confirmation Delivery. The Participant consents to electronic delivery of trade confirmations and the Prospectus and other fund documents including, but not limited to supplements to the Prospectus, shareholder reports and Rule 19a notices, and understands that unless the Participant notifies the Distributor in writing that this consent is revoked, the Participant can only obtain access to Prospectuses from the Distributor electronically. The Trust makes the current Prospectuses and other fund documents including annual, semi-annual and/or monthly shareholder reports for each applicable Series available on the Trust’s website: www.                    .com. The Participant agrees to maintain a valid electronic mail address for purposes of receiving Prospectuses, other fund documents and trade confirmations and further agrees to promptly notify the Distributor if its electronic mail address for this purpose changes. The Participant understands that it must have regular and continuous Internet access to access all documents relating to a Prospectus.

SECTION 2 EXECUTION OF PURCHASE ORDERS

2.01 In-Kind Purchase. To effect an in-kind purchase of a Creation Unit of a Series, the Participant agrees to enter into an EFRP with such Series, pursuant to which it shall arrange to deliver the Deposit Instruments to the Custodian on behalf of the Series, and simultaneously to deliver to the Series, through the Custodian the applicable Cash Amount.

2.02 Cash in Lieu. The Sponsor may, in its sole discretion and to the extent permitted by Law, permit or require the substitution of an amount of cash to be added to any Cash Component to replace any Deposit Instrument (“cash in lieu”). The Sponsor may suspend the ability of the Participant to engage in cash in lieu transactions with respect to any Series at any time, without prior notice.

2.03 Delivery of Collateral or Fund Deposit. As described in the Prospectus and the AP Handbook from time to time, the Sponsor may, in its sole discretion, permit collateral to be posted to the Custodian (or such other agent as may be agreed in writing by the Participant and the Trust from time to time) for the benefit of a Series in anticipation of delivery of all or a portion of the requisite Deposit Instruments, and may require additional collateral to be posted if, in the sole discretion of the Sponsor, the existing collateral is insufficient to protect the Series from market or other risks relating to the undelivered security. The Series may at any time use such cash or collateral to purchase Deposit Instruments without further consultation with the Participant. To the extent permitted by the Prospectus, the Participant shall be responsible for any and all expenses and costs incurred by the Trust, including all Cash Amounts, in connection with any Purchase Orders. The Participant understands and agrees that in the event collateral or the Fund Deposit are not fully transferred to the Trust by the time specified, a Purchase Order may be cancelled by the Sponsor and the Participant will be solely responsible for any and all expenses and costs incurred by the applicable Series, the Transfer Agent or the Distributor related to the cancelled Purchase Order.

2.04 Title to Financial Instruments; Restricted Shares. The Participant represents that upon delivery of a portfolio of Deposit Instruments to the Custodian and/or the relevant subcustodian on behalf of the applicable Series, effected by the Participant in connection with a Purchase Order, the Trust will acquire good, marketable and unencumbered title to such financial instruments, free and clear of any and all liens, restrictions, hypothecations, charges, duties imposed on the transfer of assets and encumbrances and not subject to any adverse claims (“Liens”). The Participant also represents that upon delivery of Shares comprising a Creation Unit to the applicable Series through NSCC, effected by the Participant in connection with a Redemption Request, the Trust will acquire good, marketable and unencumbered title to such Shares, free and clear of any and all Liens.

2.05 Corporate Actions. With respect to any Purchase Order, the Trust, on behalf of each applicable Series, shall return to the Participant or the Participant Client any dividend, distribution or other corporate action paid to the Trust in respect of any Deposit Security that is transferred to the Trust that, based on the valuation of such Deposit Security on the Business Day on which the Trust receives and accepts the

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Purchase Order in proper form, should have been paid to the Participant or the Participant Client. Likewise, the Participant acknowledges and agrees to return to the Trust any dividend, distribution or other corporate action paid to the Participant or any Participant Client in respect of any Deposit Security that is transferred to the Participant that, based on the valuation of such Deposit Security on the Business Day on which the Trust receives and accepts the Purchase Order in proper form, should have been paid to the Trust.

2.06 Cash Amount and Cash Component. The Participant hereby agrees it will transfer same day funds comprising the Cash Amount, the Cash Component, and/or the Fund Cash Deposit, as applicable in connection with a Purchase Order. The Participant hereby agrees to deliver the Cash Amount, the Cash Component, and/or the Fund Cash Deposit [to an account designated by the Sponsor at the Custodian for the applicable Series] on or before the Contractual Settlement Date or such earlier time as may be designated by the Sponsor.

SECTION 3 EXECUTION OF REDEMPTION REQUESTS

3.01 Creation Units. To effect the redemption of a Creation Unit of a Series, the Participant agrees to deliver to the Trust, the requisite number of Shares comprising the number of Creation Units being redeemed plus any applicable Cash Amount and/or Cash Component. Proceeds of redemption of a Creation Unit shall consist of Fund Instruments and/or any applicable Cash Component, less any applicable Cash Amount. As described in the Prospectus and the AP Handbook, from time to time, the Sponsor may, in its sole discretion, permit the Participant to redeem a Creation Unit when the Participant is unable to deliver all or part of the Shares comprising a Creation Unit by posting collateral to the Custodian (or such other agent as may be agreed in writing by the Participant and the Trust from time to time) for the benefit of a Series in anticipation of delivery of all or a portion of the Creation Unit. The Participant or its Participant Client must own or have arranged to borrow all Shares comprising the Creation Unit being redeemed on or before 4:00 p.m. Eastern time on the date that the Redemption Request is accepted by the Distributor or Sponsor. The Sponsor shall require the Participant to post cash collateral equal to at least 115% of the value of the missing Shares (to be marked to market daily) and may require an amount in excess of such amount. To the extent permitted by the Prospectus, the Participant shall be responsible for any and all expenses and costs incurred by the Trust, including all Cash Amounts, in connection with any Redemption Request.

3.02 Delivery of Collateral or Shares. The Participant understands and agrees that in the event collateral or Shares are not transferred to the Trust (or the Custodian for the benefit of the Trust) by the time specified on or prior to the Contractual Settlement Date, a Redemption Request may be cancelled by the Sponsor and the Participant will be solely responsible for all expenses and costs incurred by the Trust, the Sponsor, the Transfer Agent or the Distributor related to the cancelled Redemption Request. The Distributor will provide notice to the Participant, as soon as reasonably practicable, of any such cancellation of a Redemption Request.

3.03 Legal and Beneficial Ownership. The Participant represents and warrants that it will not attempt to place a Redemption Request for the purpose of redeeming Shares of any Series unless it has first ascertained that it or the Participant Client, as the case may be, owns (within the meaning of Rule 200 of Regulation SHO) or has arranged to borrow for delivery to the Trust on or prior to the Contractual Settlement Date of the Redemption Request the number of Shares of the relevant Series to be redeemed as a Creation Unit. In either case, the Participant acknowledges that: (i) it has or if, applicable, its Participant Client has full legal authority and legal right to tender for redemption the requisite number of Shares of the applicable Series and to receive the entire proceeds of the redemption and (ii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being tendered, there are no restrictions precluding the tender and delivery of such Shares (including borrowed Shares, if any) for redemption, free and clear of liens, on the Contractual Settlement Date. In the event that the Distributor and/or the Sponsor have reason to believe that the Participant or the Participant Client does not own or have available for delivery the requisite number of Shares of the relevant Series to be redeemed as a Creation Unit to deliver by the Contractual

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Settlement Date, the Distributor and/or the Sponsor may require the Participant to deliver or execute supporting documentation evidencing ownership or its right to deliver sufficient Shares of the relevant Series in order for the Redemption Request to be in proper form and, if such documentation is not satisfactory to the Distributor and/or the Sponsor, in their reasonable discretion, the Distributor and/or the Sponsor may reject the Redemption Request. Failure to deliver or execute the requested supporting documentation may result in the Participant’s Redemption Request being rejected as not in proper form.

3.04 Same Business Day Purchase and Redemption. Notwithstanding anything to the contrary contained herein, except as otherwise specifically advised by the Participant in writing to the Distributor and the Sponsor, the Participant represents and warrants on behalf of itself and any Participant Client that in the case of any Redemption Request that is placed on the same Business Day as any Purchase Order is placed by the Participant for the same Series: (i) the Redeeming Shareholder is not the same Participant or Participant Client as the Purchasing Shareholder; (ii) the Redeeming Shareholder is not affiliated in any manner to or with the Purchasing Shareholder; (iii) the Redeeming Shareholder and the Purchasing Shareholder are acting for their own respective beneficial interests; (iv) the placing of such Redemption Request and such Purchase Order is not for the beneficial interest of the same person; and (v) the placing of such Redemption Request and such Purchase Order is not pursuant to any common plan, mutual agreement, or understanding.

3.05 Cash Amount and Cash Component. The Participant hereby agrees it will transfer same day funds comprising the Cash Amount and/or the Cash Component, as applicable in connection with a Redemption Request. The Participant hereby agrees to deliver the Cash Amount and/or the Cash Component [to an account designated by the Sponsor at the Custodian for the applicable Series] on or before the Contractual Settlement Date or such earlier time as may be designated by the Sponsor.

SECTION 4 FEES

The Participant shall pay transaction fees as part of the Cash Amount as described in the Prospectus, which are subject to adjustment as described in the Prospectus.

SECTION 5 AUTHORIZED PERSONS

5.01 Phone Orders and Website Orders. When placing Purchase Orders or Redemption Requests by phone, an Authorized Person, on behalf of the Participant, will be required to provide his or her personal ID and submit a valid PIN Number (with such personal ID and PIN Number to be issued by the Distributor). When placing Purchase Orders or Redemption Requests through the Website or via other electronic means, an Authorized Person on behalf of the Participant, will be required to enter a valid firm PIN Number, a valid personal ID and password (with such password provided by the Distributor) for Website access and trade order processing. The Participant will only have access to certain section(s) of the Website, as determined by the Sponsor or the Distributor, in their sole discretion.

5.02 PIN Numbers and Password. Upon the execution of this Agreement by the Participant and the acceptance thereof by the Distributor, the Participant shall be issued a PIN Number by the Distributor and each Authorized Person will be issued a personal ID and password for use on the Website. To place Purchase Orders or Redemption Requests through the Distributor, the Authorized Person must provide the Participant’s valid PIN Number and must also enter a valid personal ID and password to access the Website. The PIN Number is used by the Distributor and the Sponsor to identify the Participant and validate instructions issued by the Participant pursuant to this Agreement. The Participant agrees that the Distributor, Sponsor and Trust shall not be responsible for any losses incurred by the Participant or any other person as a result of an Authorized Person identifying himself or herself as a different Authorized Person or an unauthorized person identifying himself or herself as an Authorized Person. It is acknowledged and agreed that these procedures may be revised and updated from time to time and made available in the AP Handbook

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5.03 Responsibility of Participant. The Participant acknowledges that it will be solely responsible for maintaining the security and confidentiality of the PIN Number, personal ID and password. The Participant agrees to keep confidential such PIN Numbers and passwords provided to it by the Distributor or Sponsor and to provide such PIN Numbers and passwords only to Authorized Persons. The Participant will liable to the Sponsor, the Trust, each applicable Series and the Distributor for all Redemption Requests and Purchase Orders submitted by non-Authorized Persons and for all losses or liabilities due to misuse of such PIN Number, personal ID or password by Authorized Persons of the Participant or by non-Authorized Persons. The Participant may revoke the PIN Number and password at any time upon written notice to the Distributor, Sponsor and the Trust, and the Participant shall be responsible for doing so immediately in the event that it becomes aware that an unauthorized person has received access to its PIN Number and/or password or has used the PIN Number and/or password in an unauthorized manner. The Participant agrees not to and to cause its Authorized Persons not to share any PIN Number, personal ID or password with any third party without the prior written consent or the Participant, unless otherwise required by applicable Law.

5.04 Responsibility of the Distributor. The Distributor shall be entitled to assume that all instructions issued to it using the Participant’s PIN Number have been properly placed by Authorized Persons, unless the Participant has revoked its PIN Number at least 24 hours prior to such time (and, with respect to the Website, its password) and such revocation has been acknowledged in writing to the Participant by the Distributor. The Distributor shall be under no obligation to verify that a Purchase Order or Redemption Request is being validly placed by an Authorized Person. Upon receipt of a written request by the Participant to revoke a PIN Number or password, the Distributor shall de-activate the PIN Number and/or password as promptly as practicable.

5.05 Certification. Concurrently with the execution of this Agreement and as requested from time to time by the Sponsor and/or Distributor but no less frequently than annually, the Participant shall deliver to the Distributor and the Sponsor, with copies to the Transfer Agent, a certificate in the form attached as Annex I hereto or in a form otherwise acceptable to the Distributor and the Sponsor signed by the Participant’s Secretary or other duly authorized official setting forth the names, electronic mail addresses and telephone and facsimile numbers of all Authorized Persons. Such certificate may be accepted and relied upon by the Distributor and the Sponsor as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Distributor and the Sponsor of a superseding certificate in a form approved by the Sponsor bearing a subsequent date. It shall be the responsibility of the Participant to ensure that the Distributor has a current list of all Authorized Persons. Upon the termination or revocation of authority of an Authorized Person by the Participant, the Participant shall give prompt written notice of such fact to the Distributor and such notice shall be effective upon receipt by the Distributor.

SECTION 6 STATUS OF PARTICIPANT AND DISTRIBUTOR

6.01 Ability to Enter Into Agreement. Each of the Participant and Distributor hereby represents and warrants that it (i) is duly organized, validly existing and in good standing under the laws of its state of organization, (ii) has the power and authority, and the legal right, to own its assets and to transact the business in which it is engaged, and (iii) has the power and authority, and the legal right, to execute, deliver and perform its obligations under this Agreement and has taken all necessary action required by its governing documents or other applicable requirements of law to authorize the execution, delivery and performance of this Agreement. Each of the Participant and Distributor hereby represents and warrants that this Agreement, when executed and delivered by the Participant or the Distributor, as applicable, will constitute a legal, valid and binding obligation of it and be enforceable against it in accordance with the terms of the Agreement, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.02 Clearing Status. The Participant hereby represents and warrants that with respect to all Purchase Orders and Redemption Requests of any Series, (i) it is a DTC Participant, and a Participating Party and (ii) it is duly licensed as an FCM or clears through a duly licensed FCM. If, at any time, the Participant’s representation and warranty made in this Section 6.02 becomes inaccurate, Participant shall give prompt (but in any event within two Business Days) written notice to the Distributor and the Sponsor in writing, and, notwithstanding anything to the contrary herein, the Distributor or the Sponsor may elect to immediately terminate this Agreement in their sole discretion.

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6.03 Registration Status. The Participant hereby represents and warrants that it is (i) registered as a broker-dealer under the 1934 Act, (ii) qualified to act as a broker-dealer in all of the U.S. states and in such other U.S. jurisdictions where it is so required to be qualified in order to carry out obligations under this Agreement and to offer and sell Shares under applicable Law (to the extent it will offer or sell Shares in such jurisdictions), and (iii) a member in good standing of FINRA. The Participant also represents and warrants that, in connection with its activities hereunder, it is either (a) registered with the CFTC and a member in good standing with NFA or (b) not required to be registered with the CFTC and a member of NFA. The Participant agrees that it will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. The Participant further agrees to comply with all applicable Laws and with the Constitution, By-Laws and Conduct Rules of FINRA, to the extent such Laws relate to Participant’s Purchase Orders or Redemption Requests and related transactions in, and activities with respect to, the Shares, and that it will not offer or sell Shares of any Series in any state or jurisdiction where they may not lawfully be offered and/or sold.

6.04 Foreign Status. If the Participant is offering and selling Shares of any Series of the Trust in jurisdictions outside the several states, territories and possessions of the United States, the Participant will maintain such licenses and registrations as are required to offer or sell the Shares in such jurisdictions, observe the applicable laws and regulations of such jurisdiction in which such offer and/or sale is made, comply with disclosure requirements under applicable Law, and conduct its business in accordance with the FINRA Conduct Rules to the extent consistent with the Laws of such jurisdiction.

6.05 Distributor Status. The Participant understands and acknowledges that the method by which Shares will be created and traded may raise certain issues under applicable securities laws. For example, because new Creation Units may be issued and sold by the Trust on an ongoing basis, at any point a “distribution”, as such term is used in the 1933 Act, may occur. The Distributor, Sponsor and the Trust hereby caution Participant that some activities on its part, depending on the circumstances, may result in its being deemed a participant in a distribution in a manner which could render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Participant also understands and acknowledges that dealers who are not “underwriters” but are effecting transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. In addition to satisfying the prospectus delivery and disclosure requirements of the 1933 Act, the Participant and any other participant in the distribution of the Shares purchased by the Participant also has the obligation to comply with the disclosure delivery requirements of the CEA.

6.06 Anti-Money Laundering. The Participant represents, warrants and covenants that it has established and presently maintains, and will continue to maintain throughout the term of this Agreement, an anti-money laundering program (the “Program”) reasonably designed to prevent the Participant and any Series whose Shares are sold by the Participant from being used as a conduit for money laundering or other illicit purposes or the financing of terrorist activities. The Participant represents and warrants that it is and agrees that, at all times this Agreement is in effect, it will be, in compliance with the Program and all anti-money laundering laws, regulations and rules applicable to it including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”). The Participant agrees to provide an annual written certification to the Sponsor that it has implemented a Program and that it will perform the specified requirements of the Sponsor’s customer identification program.

SECTION 7 ROLE OF PARTICIPANT

7.01 Independent Contractor. The Participant acknowledges and agrees that for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Trust, any Series, the Sponsor, the Distributor or the Transfer Agent in any matter or in any respect in connection with this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Distributor or the Sponsor or their designees concerning the performance of the Participant’s responsibilities under this Agreement.

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7.02 Maintenance of Records. The Participant agrees to maintain records of all Purchase Orders and Redemption Requests made by or through it and furnish copies of such records to the Sponsor or the Distributor upon their request. The Participant agrees, upon request, to provide to the Sponsor and the Distributor all information they may reasonably request regarding sales of Shares made by or through the Participant.

SECTION 8 MARKETING MATERIALS AND REPRESENTATIONS

The Participant represents, warrants and agrees that it will not make any representations concerning Shares, the Trust or any Series other than those consistent with the Prospectus for each Series. The Participant agrees not to furnish or cause to be furnished to any person or to display or publish any information or materials relating to Shares (including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials), except such information and materials as may be furnished to the Participant by the Distributor or the Sponsor and such other information and materials as may be prepared by or for Participant and approved by the Distributor. The Participant agrees that any representation or statement in such reports, institutional sales literature, correspondence or other similar materials prepared by or for Participant will not contain any untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding the Shares, such statements of fact will be consistent with the Prospectus of the Series to which such Shares relate. As between the Trust, Sponsor and Distributor on one hand and the Participant on the other, Participant agrees that Participant shall be fully responsible and liable for all reports, sales literature, correspondence, communications or other similar materials regarding any Series or Shares prepared by it, notwithstanding that such materials were approved by the Distributor.

Participant agrees that, so long as this Agreement remains in effect, it may be identified or named as an “Authorized Participant,” “underwriter” or any similar designation, in any materials relating to the applicable Series for which Participant is acting or the Trust, if requested or required to so identify Participant or as may be necessary to meet the requirements of applicable Laws.

The Participant acknowledges that, in addition to satisfying the prospectus delivery and disclosure requirements of the 1933 Act, it and any other participant in the distribution of the Shares purchased by the Participant have an obligation to comply with applicable prospectus delivery requirements under the CEA.

SECTION 9 INDEMNIFICATION; LIMITATION OF LIABILITY

9.01 Indemnification. The Participant hereby agrees to indemnify and hold harmless the Trust, the Sponsor, the Distributor, the Transfer Agent, their respective subsidiaries, Affiliated Persons, partners, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Indemnified Party”) from and against any loss, liability, cost and expense (including reasonable attorneys’ fees and reasonable costs of investigation and preparation, collectively “Losses”) incurred by such Indemnified Party as a result of (i) any breach by the Participant of any provision of this Agreement; (ii) any failure on the part of the Participant to perform any of its obligations set forth in this Agreement or as required pursuant to the disclosures set forth in any Prospectus for a Series or the provisions of the AP Handbook; (iii) any failure by the Participant to comply with applicable Laws, (iv) actions of such Indemnified Party in reliance upon any instructions issued by the Participant that are reasonably believed by the Indemnified Party to be genuine and to have been given by the Participant or an Authorized Person and (v) (A) any representation by the Participant, its employees or its agents or other representatives about the Shares, any Indemnified Party or the Series that is not consistent with the Series’ then-current Prospectus and (B) any untrue statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales

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literature described in Section 8 herein or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent that such statement or omission relates to the Shares or any Indemnified Party unless such statement or omission was consistent with the applicable Prospectus or made at the written direction of the Distributor. The foregoing shall not apply to any Losses incurred by such Indemnified Party arising out of the Indemnified Party’s own fraud, willful misconduct or reckless disregard of its duties hereunder.

9.02 Limitation of Liability. The Participant agrees that the Sponsor, the Distributor and the Trust shall not be liable, absent fraud or willful misconduct, for losses incurred by the Participant in connection with the placement of Purchase Orders or Redemption Requests or otherwise, including as a result of unauthorized use of the Participant’s PIN Number.

9.03 Trust Liability. The Participant agrees and consents to look solely to the assets of the particular Series in controversy for payment in respect of any claim against or obligation of such Series.

9.04 Survival. This SECTION 9 shall survive the termination of this Agreement.

SECTION 10 NOTICES

All notices, communications, requests and demands to or upon the respective Parties hereto to be effective shall be in writing (and if sent by mail, sent via certified or registered mail, return receipt requested) or be by confirmed facsimile transmission or electronic mail with confirmed delivery status notification. All notices shall be deemed to have been duly given or made when delivered by hand, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of electronic mail transmission, when sent, addressed as follows or at such other address as such Party may designate in writing. Notwithstanding the above, delivery of any amendment or supplement to the Prospectus or AP Handbook shall be made via email to the Participant.

DISTRIBUTOR:	PARTICIPANT:
Attn: General Counsel SEI Investments Distribution Co. One Freedom Valley Drive Oaks, Pennsylvania 19456-1100	Attn:
Telephone: (610) 676-3482 Facsimile: (610) 676-3482	Telephone: Facsimile: Email:
SPONSOR:
Attn: General Counsel Metaurus Advisors LLC 589 Fifth Avenue, Suite 808 New York, New York 10017 Telephone: 212-634-4250 Facsimile: 212-634-4250 Email: with a copy to: Attn: General Counsel Metaurus Advisors LLC 22 Hudson Place Hoboken, New Jersey 07030

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with a copy to:

SECTION 11 COMMENCEMENT OF TRADING

The Participant may not submit a Purchase Order or a Redemption Request pursuant to this Agreement until a date agreed upon by the Distributor and the Participant, which may be the date of this Agreement.

SECTION 12 DEFINITIONS

The capitalized terms used in this Agreement are defined below. Any capitalized terms used herein that are not defined shall have the meaning set forth in the Prospectus or in the AP Handbook.

12.01 “1933 Act” means the Securities Act of 1933, as amended.

12.02 “1934 Act” means the Securities Exchange Act of 1934, as amended.

12.03 “AP Handbook” means the handbook and other supplemental materials that accompany, or are made available in connection with, this Agreement that clarify and provide revised or additional procedures with respect to a Participant’s transactions with the Distributor, the Sponsor and the Trust, as they may be amended from time to time by the Distributor, Sponsor or the Trust and made available to the Participant. The AP Handbook is incorporated by reference into this Agreement and hereby made a part hereof. It is acknowledged and agreed that the AP Handbook may be made available solely in an electronic format accessible via the internet. Any changes to the AP Handbook made available to the Participant subsequent to the date of this Agreement shall also be deemed incorporated by reference herein.

12.04 “Authorized Person” means a person that is authorized to give instructions relating to any activity contemplated by this Agreement or any other notice, request or instruction on behalf of the Participant.

12.05 “Business Day” shall mean each day the exchange on which a Series is listed is open for regular trading.

12.06 “Cash Amount” means an amount of cash sufficient to pay any applicable transaction fee, redemption fee and any additional fixed and/or variable charges applicable to purchase or redemption transactions effected fully or partially in cash (when, in the sole discretion of the Sponsor, cash transactions are available or specified), in each case, as disclosed in the applicable Prospectus. Without limiting the generality of the foregoing, the term “Cash Amount” shall also include any fees, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Trust in taking possession of, liquidation of or other use of any collateral posted in lieu of delivery of Deposit Instruments, Redemption Instruments or Shares. In the case that a Purchase Order or a Redemption Request will include cash in lieu or will be effected on a cash basis, the Cash Amount will also include the estimated transaction costs and other costs of purchasing the Deposit Instruments or selling Redemption Instruments, including operational processing and brokerage costs, and the spread between the expected bid and offer side of the market relating to such instruments. Computation of this amount shall exclude any taxes, governmental charges, stamp duty and other similar fees and expenses payable upon the transfer of beneficial ownership of the Deposit Instruments, which shall be the sole responsibility of the Participant and not of the Trust, Sponsor or the Distributor.

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12.07 “Cash Component” means, (1) in the case of a purchase of a Creation Unit, an amount of cash equal to the difference between the total aggregate value of the Deposit Instruments and the net asset value of the Creation Unit; and (2) in the case of a redemption of a Creation Unit, an amount of cash equal to the difference between the net asset value of the Creation Unit being redeemed and the total aggregate value of the Fund Instruments delivered by the Series in consideration for the Creation Unit, in each case including any cash in lieu amounts.

12.08 “cash in lieu” shall have the meaning given such term in Section 2.02 of this Agreement.

12.09 “CEA” means the Commodity Exchange Act.

12.10 “CME” means Chicago Mercantile Exchange.

12.11 “CNS Clearing Process” means the Continuous Net Settlement clearing processes of NSCC, as such processes have been enhanced to effect purchases and redemptions of Creation Units.

12.12 “CNS System” means the Continuous Net Settlement clearing processes of NSCC.

12.13 “Contractual Settlement Date” means the date as specified by the Prospectus or in the AP handbook upon which delivery of: (i) Deposit Instruments or Fund Deposit and any Cash Component, as applicable, in the case of a Purchase Order, or (ii) Redemption Instruments or Fund Redemption Deposit and any Cash Component, must be made by the Participant to the Trust.

12.14 “Creation Unit” means an aggregation of a specified number of Shares of a Series, as specified in the applicable Prospectus.

12.15 “Custodian” means or such other custodian as the Trust may specify from time to time.

12.16 “Deposit Instruments” means the futures and treasury securities held by the Series in an amount determined by the Sponsor in accordance with the Prospectus and deliverable by the Participant to a Series in order to execute a Purchase Order.

12.17 “DTC Participant” means a person that is eligible and authorized to participate in the DTC direct registration system.

12.18 “DTC” means The Depository Trust Company.

12.19 “EFRP” means an exchange for related position transaction conducted in accordance with CME Rule 538 and as described in the Prospectus. An EFRP will include a futures leg and a related position leg. In connection with a Purchase Order, the futures leg will be comprised of futures contracts invested in by the Series, as described in the Prospectus, which will be transferred from the Participant or its clearing FCM at the 4:00 pm Eastern Time closing or daily settlement price. The related position leg will be a Creation Unit, delivered by the Series to the Participant through NSCC and a transfer by the Participant to the custodial account of the Series at the Custodian or applicable sub-custodian of U.S. treasury securities in an amount equal to the aggregate net asset value of the Creation Unit and the Cash Component. In connection with a Redemption Request, the futures leg will be comprised of futures contracts invested in by the Series, as described in the Prospectus, which will be transferred from Custodian to the Participant or its clearing FCM at the 4:00 pm Eastern Time closing or daily settlement price, and the related position leg will be Shares comprising the Creation Unit, delivered by the Participant to the Series through NSCC and cash equal to the Cash Component delivered by the Participant to the Custodian on behalf of the Series.

12.20 “FINRA” means the Financial Industry Regulatory Authority, Inc.

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12.21 “Fund Cash Deposit” means, upon agreement by the Sponsor that it will accept a cash Purchase Order, the aggregate net asset value of the Deposit Instruments as of 4:00 pm Eastern Time and the Cash Component.

12.22 “Fund Cash Redemption Amount” means, upon agreement by the Sponsor that it will accept a cash Redemption Request, the aggregate net asset value of the Redemption Instruments, as of 4:00 pm Eastern Time and the Cash Component.

12.23 “Law” means any municipal, state or federal statute or law and the laws of any non-U.S. jurisdiction; any order, rule, regulation, ordinance, guideline, pronouncement, code, no-action letter or interpretation of a regulatory or self-regulatory body; any order of a court, executive body, arbitration panel or other dispute resolution authority; the common law and similar laws and legal guidance, such as restatements of law published by bar associations or other groups of legal experts in the U.S. to the extent relevant to a Party and/or to the performance of a Party’s obligations under this Agreement.

12.24 “Losses” has the meaning set forth in Section 9.01 hereto.

12.25 “NFA” means National Futures Association.

12.26 “non-CNS Clearing Process” means the applicable clearing process specified for any Series, including but not limited to those affected through the facilities of DTC, the Federal Reserve System, Euroclear, the custodian, local subcustodians and/or any subset or combination thereof.

12.27 “NSCC” means the National Securities Clearing Corporation.

12.28 “Participant Client” means any party on whose behalf the Participant acts in connection with an Purchase Order or a Redemption Request (whether a customer or otherwise).

12.29 “Participating Party” means a Participant who is a member of the NSCC and a participant in the CNS System of NSCC

12.30 “Parties” means the Sponsor, the Distributor and the Participant.

12.31 “PIN Number” means a unique personal identification number issued to the Participant pursuant to this Agreement.

12.32 “Prospectus” means each Series’ current disclosure document including, but not limited to, its prospectus, and statement of additional information included in the Trust’s effective registration statement on Form S-1, as supplemented and/or amended from time to time, the contents of which are hereby incorporated into this Agreement by reference.

12.33 “Purchasing Shareholder” means, in the case of a same Business Day Purchase Order and Redemption Request as described in Section 3.04, the Participant (in the case of a Purchase Order that is placed for the Participant’s own beneficial interest) or Participant Client (in the case of a Purchase Order that is placed for the Participant Client’s beneficial interest).

12.34 “Redeeming Shareholder” means, in the case of a same Business Day Purchase Order and Redemption Request as described in Section 3.04, the Participant (in the case of a Redemption Request that is placed for the Participant’s own beneficial interest) or Participant Client (in the case of a Redemption Request that is placed for the Participant Client’s beneficial interest).

12.35 “Redemption Instruments” means the futures and treasury securities held by the Series in an amount determined by the Sponsor in accordance with the Prospectus and deliverable by the Series to a Participant in order to execute a Redemption Request.

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12.36 “Series” has the meaning set forth in the recitals and includes Series that are formed and offered after the date of this Agreement.

12.37 “Transfer Agent” has the meaning set forth in the preamble of this Agreement and shall apply to any other transfer agent as the Trust may specify from time to time upon notice to the Participant.

12.38 “Website” means the website: https://etfwebservices.seic.com/ETF (or such other web address as may be communicated by the Distributor or the Sponsor to the Participant from time to time) established and maintained by the Distributor or the Sponsor for purposes of allowing Participants to place Purchase Orders and Redemption Requests, as it may be updated from time to time.

SECTION 13 INCORPORATION BY REFERENCE AND PROSPECTUS CONTROLLING

The Participant acknowledges receipt of the AP Handbook, represents that it has reviewed such document and understands the terms thereof, and further acknowledges that the information and procedures contained therein are incorporated herein by reference. To the extent there is a conflict between any provision of this Agreement other than the indemnities provided in SECTION 9 and Sections 14 and 16 and the provisions of a Prospectus, the provisions of the Prospectus shall control. The Participant also acknowledges and agrees that the Prospectus for each Series may contain, among other things, procedures relating to the creation and redemption of Shares. The Participant hereby acknowledges and agrees that it has the responsibility of reviewing and obtaining familiarity with the Prospectus for the Shares of each Series in which it transacts. In the event that any information contained in the AP Handbook or posted on the Website is in conflict with the information disclosed in the Prospectus for a Series, the information contained in the Prospectus shall be controlling. In the event that any information posted on the Website (for the avoidance of doubt, it is acknowledged and agreed that the Website is deemed not to include the Prospectus or the AP Handbook) is in conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall be controlling.

SECTION 14 EFFECTIVENESS, TERMINATION, AMENDMENT AND ASSIGNMENT

This Agreement shall become effective in this form upon delivery to and execution by the Distributor. This Agreement may be terminated at any time by any Party upon sixty days prior written notice to the other Parties and may be terminated earlier by a Party at any time in the event of a breach by the other Party of any provision of this Agreement or the procedures described or incorporated herein. This Agreement automatically terminates should Distributor no longer serve as Distributor to the Trust. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the Parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each Party. For the avoidance of doubt, it is acknowledged and agreed that changes in procedures stated in the Prospectus or AP Handbook shall not be considered an amendment to this Agreement and shall be effective immediately. This Agreement may not be assigned by the Participant, except in connection with the sale of all or substantially all of the Participant’s business to another party. Sections 5.03, 5.04, 9, 13, 15, 16 and this Section 14 shall survive termination of the Agreement.

SECTION 15 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the federal Courts for the Southern District of New York, the New York State Courts located in New York, NY, and the appellate courts therefrom in connection with any dispute among the Parties relating to this Agreement, and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-

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named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

SECTION 16 THIRD PARTY BENEFICIARIES

There shall be no third party beneficiaries to this Agreement other than the Trust and each Series, which will be third party beneficiaries for purposes of Section 9 and other provisions of this Agreement.

SECTION 17 COUNTERPARTS

This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement shall be deemed executed by both Parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original facsimile or scanned signatures of each of the Parties.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year written below.

SEI INVESTMENTS DISTRIBUTION CO. By:                                                                                                                  Name: Title:	[NAME OF PARTICIPANT] By:                                                                                                                  Name: Title:
METAURUS ADVISORS LLC By:                                                                                                                  Name: Title:
Accepted by:
as Transfer Agent
By:
Name:
Title:

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ANNEX I

CERTIFICATE DESIGNATING AUTHORIZED PERSONS

The following employees of [NAME OF PARTICIPANT] (each, an “Authorized Person”) are authorized, in accordance with the                     Authorized Participant Agreement between [NAME OF PARTICIPANT] and SEI Investments Distribution Co., as such Agreement may be amended from time to time, to act as agent of [NAME OF PARTICIPANT] to submit Purchase Orders and Redemption Requests (“Orders”) on behalf of [NAME OF PARTICIPANT] and to give instructions or any other notice or request on behalf of [NAME OF PARTICIPANT] with respect to such Orders or any other activity contemplated by the Authorized Participant Agreement.

SECTION A—List of Current Authorized Persons

Name:

e-mail Address:

Telephone:

Fax:

Name:

e-mail Address:

Telephone:

Fax:

Name:

e-mail Address:

Telephone:

Fax:

Name:

e-mail Address:

Telephone:

Fax:

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SECTION B—List of Changes to Authorized Persons

The following persons who were not designated as Authorized Persons on Participant’s previous Certificate have been added as Authorized Persons: The following persons who were included on the Participant’s previous Certificate are no longer Authorized Persons:

The undersigned, [name of secretary or authorized officer], [title] of [name of PARTICIPANT], does hereby certify that the persons listed in Section A above have been duly authorized to act as Authorized Persons pursuant to the Authorized Participant Agreement.

By:

Name:

Title:

Date:

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EX-10.1

Exhibit 10.1

FORM OF SPONSOR AGREEMENT

THIS SPONSOR AGREEMENT (the “Agreement”) is dated as of    between Metaurus Advisors LLC, a Delaware limited liability company (“Sponsor”) and Metaurus Equity Component Trust, a statutory trust organized under the laws of Delaware (the “Trust”), both for itself and on behalf of each of its currently operating series (each, a “Fund” and collectively, the “Funds”).

1. The Trust and the Funds. The Trust and each of the Funds may be deemed commodity pools for purposes of the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”) and the applicable regulations of the Commodity Futures Trading Commission (the “CFTC”). Each of the Funds is sponsored by the Sponsor, a commodity pool operator and commodity trading advisor registered under the Commodity Exchange Act. Neither the Trust nor any Fund is an investment company under the Investment Company Act of 1940 and neither is required to register thereunder. The Sponsor is not registered as an investment adviser under the Investment Advisers Act of 1940 and is not required to register thereunder.

2. Appointment. The Trust hereby appoints Sponsor as commodity trading advisor for the Funds, with full power to supervise and direct the investment of the assets of the Funds as set forth herein. Sponsor hereby accepts such appointment and agrees to render services on the terms and conditions set forth in this Agreement.

3. Investment Direction. Sponsor will manage the Funds in accordance with Sponsor’s best judgment and consistent with the Funds’ investment objectives and investment strategies outlined in the Funds’ prospectus and registration statement on Form S-1.

4. Reporting; Record Keeping. Sponsor shall advise the Trust, at such times as the Trust may specify, of any Fund investments made and the reasons for making a particular investment. Sponsor will be available at reasonable times to discuss the management of the Funds with the Trust or its designee. Any written reports supplied by Sponsor to the Trust discussing Fund management are intended solely for the benefit of the Trust and the Funds, and the Trust agrees that it will not disseminate such reports to any other party (other than the Funds’ service providers) without the prior consent of Sponsor, except as may be required by applicable law. Sponsor shall make or cause to be made, and shall maintain or cause to be maintained, all records as are required to be made or maintained by it in its capacity as commodity pool operator and commodity trading advisor of the Funds.

5. Other Accounts. The Trust understands and acknowledges that Sponsor may perform commodity trading advisory services for various persons other than the Funds. The Funds acknowledge that Sponsor may give advice and take action concerning other investing pools that may be the same as, similar to or different from the advice given, or the timing and nature of action taken, concerning the Funds. Except to the extent necessary to perform Sponsor’s obligations under this Agreement, nothing herein shall be deemed to limit or restrict the right of Sponsor, or any affiliate of Sponsor or any employee of Sponsor to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association.

6. Fees and Expenses. The Trust, on behalf of each Fund, shall pay Sponsor fees for its services as Sponsor hereunder and reimburse expenses of Sponsor as determined by Sponsor and the Trust, on behalf of each Fund, from time to time, all as set forth in the registration statements or reports of the Trust publicly available on the EDGAR system of the Securities and Exchange Commission (“EDGAR filings”). The Sponsor and the Trust, on behalf of each fund, agree that material changes to the fee payment and expense reimbursement structure shall not become effective prior to 30 days after such changes are described in one or more EDGAR filings.

7. Representations; Indemnification. The Trust represents and warrants that: (a) it has been duly organized and is validly existing under the law of the state of its organization, (b) it is duly authorized to execute, deliver and perform this Agreement and has taken all action necessary to authorize its execution, delivery and performance, including the obtaining of any necessary governmental consents, (c) the execution, delivery and performance of this Agreement, including the Investment Guidelines, does not and will not conflict with or violate any provision of law, rule, regulation, governing document of the Trust, contract, deed of trust, or other instrument to which the Trust is a party or to which any of the Trust or Funds’ property is subject, (d) this Agreement is a valid and binding obligation enforceable against the Trust in accordance with its terms (subject to applicable insolvency or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application) and (e) each Fund will be comprised of assets that are owned by each such Fund as principal, and will not be subject to either (i) the Employee Retirement Income Security Act of 1974, as amended, or the Investment Company Act, or (ii) any lien, security interest or other similar encumbrance (other than in favor of the Clearing FCM or the CME clearinghouse). The Trust shall hold Sponsor harmless from any liabilities, damages or expenses, including attorney’s fees, incurred by Sponsor for any actions taken by Sponsor acting in reasonable reliance upon such representations.

8. CFTC Registration. Sponsor represents and warrants that it is registered with the CFTC as a commodity pool operator.

9. Liability. Sponsor will be liable for losses to the Funds that are the direct result of Sponsor’s bad faith, gross negligence, willful or reckless misconduct or breach of the express terms of this Agreement. Except as set forth in the foregoing sentence, neither Sponsor nor its officers, employees or agents shall be liable hereunder for any act or omission or for any error of judgment in managing the Funds. Sponsor shall not be responsible for any special, indirect or consequential damages, or any loss incurred by reason of any act or omission, by the Funds or any broker, dealer, futures commission merchant or custodian used hereunder or any authorized representative of the foregoing. Notwithstanding the foregoing, nothing herein shall in any way constitute a waiver or limitation of any rights that the Trust or the Funds may have under the federal securities laws or other applicable law.

10. Tax Filings. Except as described in EDGAR filings, Sponsor will not be responsible for making any tax credit or similar claim or any legal filing on the Trust’s or Funds’ behalf.

11. Governing Law/Disputes. This Agreement is entered into in accordance with and shall be governed by the laws of the State of Delaware; provided, however, that in the event that any law of the State of Delaware shall require that the laws of another state or jurisdiction be applied in any proceeding, such Delaware law shall be superseded by this paragraph, and the remaining laws of the State of Delaware shall nonetheless be applied in such proceeding. Each party agrees that in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right it may otherwise have to (a) seek punitive damages, or (b) request a jury trial.

12. Termination. This Agreement may be terminated at any time by either party upon 30 days’ prior written notice to the other party. Any obligation or liability of either party resulting from actions or inactions occurring prior to termination shall not be affected by termination of this Agreement.

13. Assignment. Neither party shall assign this Agreement without the written consent of the other party.

14. License to Use Marks. The Trust has been granted, pursuant to separate agreement, a no-fee license to use all service marks or trademarks which the Sponsor or its affiliates have or may register for use in connection with financial services.

15. Notices. All notices and other communications under this Agreement shall be in writing and shall be addressed to the parties at their respective addresses.

Sponsor shall comply with, and be entitled to act on, any instructions reasonably believed to be from an authorized representative of the Trust. Sponsor and its employees and agents shall be fully protected from all liability in acting upon such instructions, without being required to determine the authenticity of the authorization or authority of the persons providing such instructions.

16. Severability. In the event any provision of this Agreement is adjudicated to be void, illegal, invalid or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and each of such remaining terms and provisions shall be valid and enforceable to the fullest extent permitted by law, unless a party demonstrates by a preponderance of the evidence that the invalidated provision was an essential economic term of this Agreement.

17. Integration; Amendment. This Agreement together with any other written agreements between the parties entered into concurrently with this Agreement contain the entire agreement between the parties with respect to the transactions contemplated hereby and supersede all previous oral or written negotiations, commitments and understandings related thereto. This Agreement may not be amended or modified in any respect, nor may any provision be waived, without the written agreement of both parties. No waiver by one party of any obligation of the other hereunder shall be considered a waiver of any other obligation of such party.

18. Further Assurances. Each party hereto shall execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

19. Headings. The headings of paragraphs herein are included solely for convenience and shall have no effect on the meaning of this Agreement.

20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to be one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

  METAURUS EQUITY COMPONENT TRUST

  []

  []

  METAURUS ADVISORS LLC

  Richard P. Sandulli

  Chief Executive Officer

5

EX-10.2

Exhibit 10.2

ADMINISTRATION AGREEMENT

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the          day of October, 2017 (the “Effective Date”), by and between Metaurus Equity Component Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

WHEREAS, the Trust is comprised of one or more separate series (each, a “Fund” and collectively, the “Funds”) as set forth on Schedule I (Funds) hereto; and

WHEREAS, each Fund has registered with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “1933 Act”) to issue common units of fractional undivided beneficial interest (“Shares”); and

WHEREAS, the Trust desires the Administrator to provide, and the Administrator is willing to provide, administrative and accounting services to the Trust on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Trust and the Administrator hereby agree as follows:

SECTION 1 DEFINITIONS

1.01 “Authorized Participant” means an individual or institution that has entered into an Authorized Participant Agreement with the Trust and the Trust’s Distributor that is authorized to purchase and redeem Creation Units of Funds within the Trust.

1.02 “Confidential Information” shall have the meaning given to such term in Section 11.01 of this Agreement.

1.03 “Creation Unit” means an aggregation of a specified number of Fund shares that is purchased and/or redeemed by an Authorized Participant as described in the Fund’s Prospectus and Statement of Additional Information and in accordance with any terms and procedures set forth in the Distributor’s AP Handbook and/or related procedures.

1.04 “Disclosing Party” shall have the meaning given to such term in Section 11.01 of this Agreement.

1.05 “Fund” shall have the meaning given to such term in the preamble of this Agreement.

1.06 “Gross Negligence” means a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others, and not merely a lack of due care.

1.07 “Initial Term” shall have the meaning given to such term in Section 9.01 of this Agreement.

1.08 “Interested Party” or “Interested Parties” means the Administrator, its subsidiaries and its affiliates and each of their respective officers, directors, employees, agents, delegates and associates.

1.09 “Investments” shall mean such cash, securities and all other assets and property of whatsoever nature now owned or subsequently acquired by or for the account of the Trust.

1

1.10 “Live Date” means the date of the launch of the first Fund and the date on which the Administrator begins calculating the Trust’s official net asset values (“NAV”).

1.11 “Organizational Documents” means, as applicable, the articles of incorporation, declaration of trust, certificate of formation, memorandum of association, partnership agreement, bylaws or other similar documentation setting forth the respective rights and obligations of directors, managers and Authorized Participants in the Trust.

1.12 “Person” shall mean any natural person, partnership, estate, association, custodian, nominee, limited liability company, corporation, trust or other legal entity.

1.13 “Receiving Party” shall have the meaning given to such term in Section 11.01 of this Agreement.

1.14 “Renewal Term” shall have the meaning given to such term in Section 9.01 of this Agreement.

1.15 “Services” shall have the meaning given to such term in Section 2.01 of this Agreement.

1.16 “Sponsor” means Metaurus Advisors LLC or any other Person acting as sponsor to the Trust .

1.17 Unless the context otherwise requires and except as otherwise specified in this Agreement, the term the “Trust” shall include, as applicable, a sponsor, general partner, trustee or other Person having similar status or performing similar functions, as the case may be, acting on behalf of the Trust.

1.18 “Trust Data” shall have the meaning given to such term in Section 2.04 of this Agreement.

1.19 “Trust Materials” means any prospectus, registration statement, statement of additional information, proxy solicitation and tender offer materials, annual or other periodic report of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust or the Sponsor from time to time, as appropriate, including all amendments or supplements thereto.

SECTION 2 APPOINTMENT AND CONTROL

2.01 Services. The Trust hereby appoints the Administrator to be, and the Administrator agrees to act as, the administrative agent of the Trust for the term and subject to the provisions hereof. The Administrator shall perform (and may delegate or sub-contract, as provided below) the services set forth in this Agreement, including the services set forth in Schedule II (Services), which may be amended from time to time in writing by the parties (“Services”). In performing its duties under this Agreement, the Administrator will act in all material respects in accordance with the Organizational Documents and Trust Materials as they may be amended (to the extent that copies of such documents are delivered to the Administrator).

2.02 Authority. Each of the activities engaged in under the provisions of this Agreement by the Administrator on behalf of the Trust shall be subject to the overall direction and control of the Trust or any Person authorized to act on the Trust’s behalf (including, without limitation, the Sponsor); provided, however, that the Administrator shall have the general authority to do all acts deemed in the Administrator’s good faith belief to

Metaurus Equity Component Trust Administration Agreement Page 2 of 20

SEI – 222003v6

THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES

be necessary and proper to perform its obligations under this Agreement. In performing its duties hereunder, the Administrator shall observe and generally comply with the Trust Materials, all applicable instructions from the Sponsor of which it has notice, and applicable laws which may from time to time apply to the Services rendered by the Administrator. In the event that a Fund desires to amend its Organizational Documents in any manner that can reasonably be expected to have a material impact on the Administrator’s performance of the Services hereunder, such Fund shall notify the Administrator in advance of such amendment and the parties will work together in good faith to minimize the impact of such change on the Administrator’s operations and compensate the Administrator in connection therewith. The Administrator (i) shall not have or be required to have any authority to supervise the investment or reinvestment of the Creation Units, underlying securities or other properties which comprise the assets of the Trust and (ii) shall not provide any investment advisory services to the Trust, and shall have no liability related to the foregoing.

2.03 Third Parties; Affiliates. The Administrator may delegate to, or sub-contract with, third parties or affiliates administrative or other functions it deems necessary to perform its obligations under this Agreement subject to the notice and consent provisions of this section; provided, however, all fees and expenses incurred in any delegation or sub-contract shall be paid by the Administrator and the Administrator shall remain responsible to the Trust for the acts and omissions of such other entities as if such acts or omissions were the acts or omissions of the Administrator. The Trust acknowledges that during the term of this Agreement, the services to be performed by the Administrator may be completed by one or more of the Administrator’s affiliates or third parties located in or outside of the United States of America so long as such entities are to the extent required, duly licensed to perform the activities and have the appropriate expertise and resources to perform the duties at a level consistent with the Administrator. The Administrator shall provide written notice to the Trust and the Sponsor as promptly as practicable of any such delegation of administrative or other functions to a non-affiliated third party. The Administrator shall use commercially reasonable efforts to replace or improve the performance, as promptly as practicable, of any such non-affiliated third party that the Trust identifies as unsatisfactory.

2.04 Trust Data. The Trust shall be solely responsible for the accuracy, completeness, and timeliness of all data and other information provided to the Administrator by or on behalf of the Trust pursuant to this Agreement other than information generated or collected by the Administrator (including, without limitation, (i) prices, (ii) sufficient transaction supporting documentation, (iii) detailed accounting methodologies with respect to the Trust’s Investments, as reviewed by the Trust’s auditors, (iv) the terms of any agreement between the Trust and an investor or Authorized Participant regarding any special fee or specific fee arrangement or access to portfolio information that may impact or affect the Services, (v) trade and settlement information from prime brokers and custodians, and (vi) information or instructions provided to the Administrator via the Web Access (collectively, “Trust Data”)). All Trust Data shall be provided to the Administrator on a timely basis and in a format and medium reasonably requested by the Administrator from time to time. The Trust shall have an ongoing obligation to promptly update all Trust Data so that such information remains complete and accurate. All Trust Data shall be prepared and maintained, by or on behalf of the Trust, in accordance with applicable law, Trust Materials and generally acceptable accounting principles. The Administrator shall be entitled to rely on all the Trust Data and shall have no liability for any loss, damage or expense incurred by the Trust or any other Person to the extent that such loss, damage or expense arises out of or is related to the Trust Data that is not timely, current, complete and accurate except to the extent that such failure is due to an action or inaction of the Administrator.

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SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRUST

3.01 The Trust represents and warrants that:

3.01.01. it intends to issue and offer shares registered under the 1933 Act of one or more exchange traded funds;

3.01.02. shares of a Fund in the Trust are or, after issuance will be, available for purchase and redeemable only by Authorized Participants and only in Creation Units;

3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms;

3.01.04. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;

3.01.05. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition;

3.01.06. it will take all action necessary to register or qualify Shares under the federal and state securities laws so that there will be available for sale no less than the number of Shares necessary in connection with the number of Creation Units the Distributor may reasonably be expected to sell and to pay all fees associated with said registration;

3.01.07. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations;

3.01.08. prior to the Live Date, it will have a valid engagement with an independent auditor and custodian and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request;

3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that are reasonably likely materially to impact the Administrator’s performance of its obligations pursuant to this Agreement; and

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3.01.10. it has disclosed the terms of any agreement between the Trust and an investor or Authorized Participant regarding any special fee or specific fee arrangement or access to portfolio information that, in each case, are reasonably likely materially to impact or affect the Services.

3.02 The Trust covenants and agrees that:

3.02.01. it will furnish the Administrator from time to time with complete copies, authenticated or certified, of each of the following:

(a) Copies of the following documents:

(1) Copies of the Trust’s current Organizational Documents and of any amendments thereto, certified by the proper official of the state in which such document has been filed;

(b) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct the Administrator in all matters.

(c) Copies of all Trust Materials, including the current prospectus and statement of additional information for the Trust.

(d) A list of all issuers the Trust is restricted from purchasing.

(e) A list of all issuers and or indices that any Fund in the Trust will invest in and/or track.

(f) A list of all affiliated persons of the Trust that are broker-dealers.

(g) The identity of the Trust’s auditors along with contact information.

(h) The expense budget for each Fund for the current fiscal year.

(i) A list of contact persons (primary, backup and secondary backup) of the Sponsor and, if applicable, sub-adviser, who can be reached until 6:30 p.m. ET with respect to valuation matters.

(j) Copies of all the Trust Data reasonably requested by the Administrator or necessary for the Administrator to perform its obligations pursuant to this Agreement.

The Trust shall promptly provide the Administrator with written notice of any updates of or changes to any of the foregoing documents or information, including an updated written copy of such document or information. Until the Administrator receives such updated information or document, the Administrator shall have no obligation to implement or rely upon such updated information or document.

3.02.02. it shall timely perform or oversee the performance of all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Administrator with all the Trust Data and Organizational Documents reasonably requested by the Administrator;

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3.02.03. it will notify the Administrator as soon as reasonably practical in advance of any matter which is reasonably likely to materially affect the Administrator’s performance of its duties and obligations under this Agreement, including any amendment to the documents referenced in Section 3.02.01 above;

3.02.04. it will comply in all material respects with all applicable requirements of the 1933 Act, the Securities Exchange Act of 1934, and any laws, rules and regulations of governmental authorities having jurisdiction over the Trust;

3.02.05. any reference to the Administrator or this Agreement in the Trust Materials shall be limited solely to the description provided by the Administrator in writing from time to time or such other description as the parties shall mutually agree in advance and in writing;

3.02.06. it shall be solely responsible for its compliance with applicable investment policies, Trust Materials, and any laws and regulations governing the manner in which its assets may be invested, and shall be solely responsible, as between the Trust and the Administrator, for any losses attributable to non-compliance with Trust Materials, and applicable policies, laws and regulations governing the Trust, its activities or the duties, actions or omissions of the Sponsor;

3.02.07. it will promptly notify the Administrator of updates to its representations and warranties hereunder; and

3.02.08. it will negotiate in the good faith an agreement with the Sponsor pursuant to which the Sponsor shall review the portfolio holdings file (“PLF”) and confirm that it is complete and accurate.

SECTION 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ADMINISTRATOR

4.01 The Administrator represents and warrants and agrees that:

4.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms.

4.01.02. it is not a party to any, and there are no, pending or threatened Actions of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets.

4.01.03. it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition.

4.01.04 it is and at all times this Agreement is in effect it will be to the extent required, duly licensed to carry out its obligations under this Agreement.

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4.01.05 it will promptly notify the Trust and the Sponsor of any investigations or enforcement actions or law suits brought or threatened against it relating to the Services provided herein, this Agreement, the Trust or any Funds.

4.01.06 it will subject to applicable rules and regulations, promptly notify the Trust and the Sponsor in the event it is or becomes insolvent or becomes a party to any bankruptcy, insolvency or similar proceeding.

SECTION 5 LIMITATION OF LIABILITY AND INDEMNIFICATION

5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE TRUST AND THE FUNDS WILL BE LIMITED TO MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES.    For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY AND REGARDLESS OF WHETHER THE FUND IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination.    The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES EXCEPT IN THE CASE OF ANY NEGLIGENCE, FRAUD OR MISCONDUCT BY THE ADMINISTRATOR OR LACK OF DUE CARE IN SELECTION AND MONITORING OF SUCH SPECIAL THIRD PARTY VENDORS BUT SHALL NOT HAVE LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES.

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5.03 Without in any way limiting the liability of the Administrator to the Trust as set forth in Section 5.01, the Trust shall indemnify, defend and hold harmless the Administrator from and against all losses incurred by the Administrator and the Administrator shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes in good faith to be genuine and signed or presented by an authorized Person of the Trust; provided that this indemnification shall not apply to the extent any such loss, damage or expense is caused by or arises from the Administrator’s or its delegate’s or agent’s Gross Negligence, bad faith, fraud, criminal misconduct or willful misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of the Trust of any applicable investment policy, law or regulation, unless caused by the negligence or willful malfeasance of the Administrator or its delegates or agents; (iii) any material misstatement or material omission in Trust Materials or any Trust Data; (iv) any breach by the Trust of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of the Trust, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s) ; provided that this indemnification shall not apply to the extent any such loss, damage or expense is caused by or arises from the Administrator’s or its delegate’s or agent’s Gross Negligence, bad faith, fraud, criminal misconduct or willful misconduct in the performance of the Services; (vi) any pricing error caused by the failure of the Sponsor or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; or (vii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor or Authorized Participant’s investment or restricting the payment of redemption proceeds; provided that this indemnification shall not apply to the extent any such loss, damage or expense is caused by or arises from the Administrator’s or its delegate’s or agent’s Gross Negligence, bad faith, fraud, criminal misconduct or willful misconduct in the performance of the Services.

5.04 To the extent that the Trust receives Special Third Party Services from Interactive Data Corporation (“IDC”), the Trust shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorney’s fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by the Trust. IDC shall not be liable for any claim or demand against the Trust by any third party.

5.05 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties not selected by the Administrator pursuant to Section 2.03, such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties.

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5.06 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and for compliance by the Trust Materials with all applicable laws, rules, and regulations, provided that this shall not exculpate the Administrator from culpability and associated liability the Administrator may incur for improper performance of the Services.

5.07 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder.

5.08 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent.

5.09 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.

5.10 The provisions of this Section 5 shall survive the termination of this Agreement.

SECTION 6 VALUATION

The Administrator is entitled to rely on the price and value information (hereinafter “Valuation Information”) provided by prior administrators, brokers and custodians, investment advisers (including, without limitation, the sponsor) of an underlying fund in which a Fund invests, if applicable, or any third-party pricing services selected by the Administrator, the Sponsor or the Trust (collectively hereinafter referred to as the “Pricing Sources”) as reasonably necessary in the performance of the Services. The Administrator shall have no obligation to obtain Valuation Information from any sources other than the Pricing Sources and may rely on estimates provided by the Sponsor or the applicable underlying fund. In the event that the Sponsor does not provide a timely value for an underlying fund, the Administrator shall have the right to use the prior month’s valuation in its calculation of the current month’s NAV, and the Administrator shall have no liability and shall be indemnified by the applicable the Trust in connection with such action. The Administrator shall have no liability or

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responsibility for the accuracy of the Valuation Information provided by a Pricing Source or the delegate of a Pricing Source and the Trust shall indemnify and defend the Administrator against any loss, damages, costs, charges or reasonable counsel fees and expenses in connection with any inaccuracy of such Valuation Information. The Trust shall not use Valuation Information for any purpose other than in connection with the Services and in accordance with the provisions of this Agreement.

SECTION 7 ALLOCATION OF CHARGES AND EXPENSES

7.01 The Administrator. The Administrator shall furnish at its own expense the personnel necessary to perform its obligations under this Agreement.

7.02 Fund Expenses. The Trust assumes and shall pay or cause to be paid all expenses of the Trust (including any Fund of the Trust) not otherwise allocated in this Agreement, including, without limitation, organizational costs; taxes; expenses for legal and auditing services; the expenses of preparing (including typesetting), printing and mailing reports, Trust Materials, proxy solicitation and tender offer materials and notices to existing shareholders; all expenses incurred in connection with issuing and redeeming Creation Units; the costs of Pricing Sources; the costs of loan credit activity data; the costs of escrow and custodial services; the cost of document retention and archival services, the costs of responding to document production requests; the cost of initial and ongoing registration of the shares under Federal and state securities laws; costs associated with attempting to locate lost shareholders; all expenses incurred in connection with any custom programming or systems modifications required to provide any reports or services requested by the Trust; any expense, if applicable, incurred to reprint the Trust documents identifying the Administrator (along with its address and telephone number) as the Trust’s new administrator; costs associated with DST FanMail or similar reporting service; bank service charges; NSCC trading charges; insurance; interest; brokerage costs; litigation and other extraordinary or nonrecurring expenses; and all fees and charges of service providers to the Trust. The Trust shall reimburse the Administrator for its reasonable costs and out-of-pocket expenses incurred in the performance of the Services expenses, including all reasonable charges for independent third party audit charges, printing, financial reporting software/typesetting fees, copying, postage, telephone, and fax charges incurred by the Administrator in the performance of its duties.

SECTION 8 COMPENSATION

8.01 Fees. Trust shall pay to the Administrator compensation for the services performed and the facilities and personnel provided by the Administrator pursuant to this Agreement, its pro-rata portion of the fees set forth in the written fee schedule annexed hereto as Schedule III and incorporated herein. Payment of the Fees will commence upon the Live Date and not upon the Effective Date. The Trust shall have no right of set-off. The fees set forth herein are determined based on the characteristics of each Fund as of the date of launch of such Fund subject to the maximum fee levels set forth in Schedule III. Any material change to the characteristics to a Fund may give rise to an adjustment to the fees set forth in this Agreement. In the event of such a change, the parties shall negotiate any adjustment to the fees payable hereunder in good faith; provided, however, that if the parties cannot in good faith agree on such adjustment to the fees within a reasonable period of time, the Administrator may terminate this Agreement upon sixty days prior written notice to the Trust. Trust shall pay the Administrator’s fees monthly in U.S. Dollars, unless otherwise agreed to by the parties. The Administrator is hereby authorized to, and may, at its option, automatically debit its fees due from the Trust’s portfolio account(s). Trust shall pay the foregoing fees despite the existence of any dispute

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among the parties. If this Agreement becomes effective subsequent to the first day of any calendar month or terminates before the last day of any calendar month, the Administrator’s compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth in Schedule III. Trust agrees to pay interest on all amounts past due in an amount equal to the lesser of the maximum amount permitted by applicable law or the month fee of one and one-half percent (1  ¹⁄₂ %) times the amount past due multiplied by the number of whole or partial months from the date on which such amount was first due up to and including the day on which payment is received by the Administrator.

8.02 Adjustment of Fees. Trust acknowledges that from time to time after the first anniversary of the Effective Date, Administrator may increase all non-asset based Fees upon sixty days written notice to the Trust, in an amount equal to the greater of: (a) five percent; or (b) the percentage increase in the CPI since the Effective Date of the first such increase and since the date of the immediately preceding increase with respect to all subsequent increases; provided, however, that Administrator may not increase the Fees more than one time during any twelve-month period. Notwithstanding the above, in the event of an increase to Administrator’s costs for Special Third Party Services, Administrator may at any time upon thirty days written notice increase the Fees applicable to such Special Third Party Services, provided, that such fee increase will not exceed the applicable percentage increase in costs incurred by Administrator with respect to such Special Third Party Services.

SECTION 9 DURATION AND TERMINATION

9.01 Term and Renewal. This Agreement shall become effective as of the Effective Date and shall remain in effect for a period of three years from and after the Live Date (the “Initial Term”), and thereafter shall automatically renew for successive three year terms (each such period, a “Renewal Term”) unless terminated by any party giving written notice of non-renewal at least ninety days prior to the last day of the then current term to each other party hereto.

9.02 Termination for Cause.

9.02.01. This Agreement may be terminated by any party giving prior notice in writing to the other parties if at anytime the other party or parties have been first (i) notified in writing that such party shall have materially failed to perform its duties and obligations under this Agreement (such notice shall be of the specific asserted material breach) (“Breach Notice”) and (ii) the party receiving the Breach Notice shall not have remedied the noticed failure within sixty days, after receipt of the Breach Notice requiring it to be remedied.

9.02.02. This Agreement may be terminated with respect to a particular Fund by any party giving ninety days prior notice in writing to the other parties prior to the Liquidation (as hereinafter defined) of such Fund. For purposes of this paragraph, the term “liquidation” shall mean a transaction in which all the assets of a Fund are sold or otherwise disposed of and proceeds there from are distributed in cash or in kind to the Authorized Participants in complete liquidation of the interests of such Authorized Participants in the Fund. A termination pursuant to this Section 9.02.02 shall be effective as of the date of such liquidation. Notwithstanding the foregoing, the right to terminate set forth in this Section 9.02.02 shall not relieve the Fund of its obligation to pay the fees set forth on Schedule III (Fees) for the remainder of the one hundred eighty days day period set forth in this Section 9.02.02, which amount shall be payable prior to the effective date of such liquidation.

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9.02.03. Notwithstanding anything contained in this Agreement to the contrary, in the event of a merger, acquisition, change in control, re-structuring, re-organization or any other decision involving the Trust that causes it to cease to use the Administrator as a provider of the Services in favor of another service provider prior to the expiration of the then current term of this Agreement, the Administrator shall use reasonable efforts to facilitate the deconversion of the Trust to such successor service provider; provided, however that the Administrator makes no guaranty that such deconversion shall happen as of any particular date. In connection with the foregoing and prior to the effective date of such deconversion, the deconverting Trust shall pay to the Administrator (1) all fees and other costs as set forth in Schedule III as if the Administrator had continued providing Services until the expiration of the then current term and calculated based upon the assets of the deconverting Trust on the date notice of termination in accordance with this Section was given and (2) all fees and expenses previously waived by the Administrator at any time during the term of the Agreement. This Agreement shall terminate effective as of the conclusion of the deconversion as set forth in this Section.

9.03 Effect of Termination.

9.03.01. The termination of this Agreement shall be without prejudice to any rights that may have accrued hereunder to any party hereto prior to such termination.

9.03.02. After termination of this Agreement and upon payment of all accrued fees, reimbursable expenses and other moneys owed to the Administrator, the Administrator shall send to the Trust, or as it shall direct, all books of account, records, registers, correspondence, documents and assets relating to the affairs of or belonging to the Trust in the possession of or under the control of the Administrator or any of its agents or delegates.

9.03.03. In the event any and all accrued fees, reimbursable expenses and other moneys owed to the Administrator hereunder remain unpaid in whole or in part for more than thirty days past due, the Administrator, without further notice, may take any and all actions it deems necessary to collect such amounts due, and any and all of its collection expenses, costs and fees shall be paid by the Trust, including, without limitation, administrative costs, attorneys’ fees, court costs, collection agencies or agents and interest.

9.03.04. Notwithstanding the foregoing, in the event this Agreement is terminated and for any reason the Administrator, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement, the pertinent provisions of this Agreement, including without limitation, the provisions dealing with payment of fees and indemnification shall continue in full force and effect. The Administrator shall be entitled to collect from the Trust, in addition to the compensation described in Schedule III (Fees), the amount of all of the Administrator’s expenses in connection with the Administrator’s activities following such termination, including without limitation, the delivery to the Trust and/or its designees of the Trust’s property, records, instruments and documents.

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SECTION 10 CONFLICTS OF INTEREST

10.01 Non-Exclusive. The services of the Administrator rendered to the Trust are not deemed to be exclusive. The Administrator is free to render such services to others. The Administrator shall not be deemed to be affected by notice of, or to be under any duty to disclose to the Trust or Person acting on the Trust’s behalf, information which has come into its possession or the possession of an Interested Party in the course of or in connection with providing administrative or other services to any other person or in any manner whatsoever other than in the course of carrying out its duties pursuant to this Agreement.

10.02 Rights of Interested Parties. Subject to applicable law, nothing herein contained shall prevent:

10.02.01. an Interested Party from buying, holding, disposing of or otherwise dealing in any shares or Creation Units for its own account or the account of any of its customers or from receiving remuneration in connection therewith, with the same rights which it would have had if the Administrator were not a party to this Agreement; provided, however, that the prices quoted by the Administrator are no more favorable to the Interested Party than to a similarly situated investor in or redeeming holder of shares or Creation Units;

10.02.02. an Interested Party from buying, holding, disposing of or otherwise dealing in any securities or other investments for its own account or for the account of any of its customers and receiving remuneration in connection therewith, notwithstanding that the same or similar securities or other investments may be held by or for the account of the Trust;

10.02.03. an Interested Party from receiving any commission or other remuneration which it may negotiate in connection with any sale or purchase of shares or Creation Units or Investments effected by it for the account of the Trust; provided, however, that the amount of such commission or other remuneration is negotiated at arm’s length; and

10.02.04. an Interested Party from contracting or entering into any financial, banking or other transaction with the Trust or from being interested in any such contract or transaction; provided, however, that the terms of such transaction are negotiated at arm’s length.

SECTION 11 CONFIDENTIALITY

11.01 Confidential Information. The Administrator and the Trust (in such capacity, the “Receiving Party”) acknowledge and agree to maintain the confidentiality of Confidential Information (as hereinafter defined) provided by the Administrator and the Trust (in such capacity, the “Disclosing Party”) in connection with this Agreement. The Receiving Party shall not disclose or disseminate the Disclosing Party’s Confidential Information to any Person other than those employees, agents, contractors, subcontractors and licensees of the Receiving Party who reasonably have a need to know in connection with this Agreement, or with respect to the Administrator as a Receiving Party, to those employees, agents, technology service providers, contractors, subcontractors, licensors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) shall take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (b) shall not use the Disclosing

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Party’s Confidential Information, or authorize other Persons to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care.

The term “Confidential Information,” as used herein, means any of the Disclosing Party’s proprietary or confidential information including, without limitation, any non-public personal information (as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement, the terms of (or any exercise of rights granted by) this Agreement, technical data; trade secrets; know-how; business processes; product design plans; product designs; service plans; services; customer lists and customers; markets; software; developments; inventions; processes; formulas; technology; designs; drawings; and marketing, distribution or sales methods and systems; sales and profit figures or other financial information that is disclosed, directly or indirectly, to the Receiving Party by or on behalf of the Disclosing Party, whether in writing, orally or by other means and whether or not such information is marked as confidential.

11.02 Exclusions. The provisions of this Section 11 respecting Confidential Information shall not apply to the extent, but only to the extent, that such Confidential Information: (a) is already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) is subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) is or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) is independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

11.03 Permitted Disclosure. The Receiving Party shall advise its employees, agents, contractors, subcontractors and licensees, and shall require its affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Party’s obligations of confidentiality and non-use under this Section 11, and shall be responsible for ensuring compliance by its and its affiliates’ employees, agents, contractors, subcontractors and licensees with such obligations and subject always to the limitations set forth in Section 5, liable for any failure to comply by any such persons. In addition, the Receiving Party shall require all Persons that are provided access to the Disclosing Party’s Confidential Information, other than the Receiving Party’s accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 11. The Receiving Party shall promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information by such Persons.

11.04 Effect of Termination. Upon the Disclosing Party’s written request following the termination of this Agreement, the Receiving Party promptly shall return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, (a) the Receiving Party

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may retain one copy of each item of the Disclosing Party’s Confidential Information for purposes of identifying and establishing its rights and obligations under this Agreement, for archival or audit purposes and/or to the extent required by applicable law, and (b) the Administrator shall have no obligation to return or destroy Confidential Information of the Trust that resides in save tapes of the Administrator; provided, however, that in either case all such Confidential Information retained by the Receiving Party shall remain subject to the provisions of Article 11 for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party shall certify in writing its compliance with the provisions of this paragraph.

SECTION 12 MISCELLANEOUS PROVISIONS

12.01 Internet Access. Data and information may be made electronically accessible to the Trust, the Sponsor and/or sub-adviser(s) and its investors or Authorized Participants through Internet access to one or more web sites provided by the Administrator (“Web Access”). As between the Trust and Administrator, the Administrator shall own all right, title and interest to such Web Access, including, without limitation, all content, software, interfaces, documentation, data, trade secrets, design concepts, “look and feel” attributes, enhancements, improvements, ideas and inventions and all intellectual property rights inherent in any of the foregoing or appurtenant thereto including all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, the “Proprietary Information”). The Trust recognizes that the Proprietary Information is of substantial value to the Administrator and shall not use or disclose the Proprietary Information except as specifically authorized in writing by the Administrator. Use of the Web Access by the Trust or its agents or investors will be subject to any additional terms of use set forth on the web site. All Web Access and the information (including text, graphics and functionality) on the web sites related to such Web Access is presented “As Is” and “As Available” without express or implied warranties including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose. The Administrator neither warrants that the Web Access will be uninterrupted or error free, nor guarantees the accessibility, reliability, performance, timeliness, sequence, or completeness of information provided on the Web Access.

12.02 Independent Contractor. In making, and performing under, this Agreement, the Administrator shall be deemed to be acting as an independent contractor of the Trust and neither the Administrator nor its employees shall be deemed an agent, affiliate, legal representative, joint venturer or partner of the Trust. No party is authorized to bind any other party to any obligation, affirmation or commitment with respect to any other Person.

12.03 Assignment; Binding Effect. Except as otherwise provided in this Section 12.03, Neither party may assign, delegate or transfer, by operation of law or otherwise, this Agreement (in whole or in part), or any of its obligations hereunder, without the prior written consent of the other party. Notwithstanding the foregoing, the Administrator may assign or transfer, by operation of law or otherwise, all or any portion of its rights under this Agreement to an affiliate of the Administrator under common control with SEI Investments Company (NASDAQ: SEIC) provided that such affiliate agrees in advance and in writing to be bound by the terms, conditions and provisions of this Agreement. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party’s successors and permitted assigns. Any assignment, delegation, or transfer in violation of this provision shall be void and without legal effect.

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12.04 Agreement for Sole Benefit of the Administrator and the Trust. This Agreement is for the sole and exclusive benefit of the Administrator and the Trust and will not be deemed to be for the direct or indirect benefit of either (i) the clients or customers of the Administrator or the Trust or (ii) the sponsor. The clients or customers of the Administrator or the Trust will not be deemed to be third party beneficiaries of this Agreement nor to have any other contractual relationship with the Administrator by reason of this Agreement and each party hereto agrees to indemnify and hold harmless the other party from any claims of its clients or customers against the other party including any attendant expenses and attorneys’ fees, based on this Agreement or the services provided hereunder in accordance with the provisions of Section 5.

12.05 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1933 Act or the Securities Exchange Act of 1934, the latter shall control. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the nonexclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania or the United States District Courts for the Eastern District of Pennsylvania for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

12.06 Equitable Relief. Each party agrees that any other party’s violation of the provisions of Section 11 (Confidentiality) may cause immediate and irreparable harm to the other party for which money damages may not constitute an adequate remedy at law. Therefore, the parties agree that, in the event either party breaches or threatens to breach said provision or covenant, the other party shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security.

12.07 Dispute Resolution. Whenever either party desires to institute legal proceedings against the other concerning this Agreement, it shall provide written notice to that effect to such other party. Except in respect to actions for injunctive or equitable relief (in respect to which no waiting period shall be required), the party providing such notice shall refrain from instituting said legal proceedings for a period of thirty days following the date of provision of such notice. During such period, the parties shall attempt in good faith to amicably resolve their dispute by negotiation among their executive officers. This Section 12.07 shall not prohibit either party from seeking, at any time, equitable relief as permitted under Section 12.06.

12.08 Notice. All notices provided for or permitted under this Agreement (except for correspondence between the parties related to operations in the ordinary course) shall be deemed effective upon receipt, and shall be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to

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the party to be notified, at the address for such party set forth below, or at such other address of such party specified in the opening paragraph of this Agreement. Notices to the Administrator shall be sent to the attention of: General Counsel, SEI Investments Global Trusts Services, One Freedom Valley Drive, Oaks, Pennsylvania 19456, with a copy, given in the manner prescribed above, to the Trust’s current relationship manager. Notices to the Trust shall be sent to the persons specified in Schedule IV (Notice Instruction Form).

12.09 Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.

12.10 Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement shall be enforceable as so modified.

12.11 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.

12.12 Anti-Money Laundering Laws. In connection with performing the Services set forth herein, the Administrator agrees to use reasonable efforts to provide information that the Trust may rely upon in connection with the Trust’s compliance with applicable laws, policies and regulations aimed at the prevention and detection of money laundering and/or terrorism activities (hereinafter, the “Regulations”). The Trust and the Administrator agree that the Trust shall be responsible for its compliance with all such Regulations. It shall be a condition precedent to providing Services to the Trust under this Agreement and the Administrator shall have no liability for non-performance of its obligations under this Agreement unless it is satisfied, in its absolute discretion, that it has sufficient and appropriate information and material to discharge its obligations under the Regulations, and that the performance of such obligations will not violate any Regulations applicable to it. Without in any way limiting the foregoing, the Trust acknowledges that the Administrator is authorized to return an Authorized Participant’s Investment in any Fund and take any action necessary to restrict repayment of redemption proceeds to the extent necessary to comply with its obligations pursuant to the Regulations.

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12.13 Force Majeure. No breach of any obligation of a party to this Agreement (other than obligations to pay amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; act of terrorism, earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

12.14 Equipment Failures. In the event of equipment failures beyond the Administrator’s control, the Administrator shall take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.

12.15 Non-Solicitation. During the term of this Agreement and for a period of one year thereafter, the Trust shall not solicit, make an offer of employment to, or enter into a consulting relationship with, any person who was an employee of the Administrator during the term of this Agreement. If the Trust breaches this provision, the Trust shall pay to the Administrator liquidated damages equal to 100% of the most recent twelve month salary of the Administrator’s former employee together with all legal fees reasonably incurred by the Administrator in enforcing this provision. The foregoing restriction on solicitation does not apply to unsolicited applications for jobs, responses to public advertisements or candidates submitted by recruiting firms, provided that such firms have not been contacted to circumvent the spirit and intention of this Section 12.15.

12.16 Headings. All Article headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement.

12.17 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement shall be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original facsimile or scanned signatures of each of the parties.

12.18 Publicity. Except to the extent required by applicable Law or in connection with disclosure to other service providers to the Trust, listing exchanges for the Trust or the Funds, regulatory authorities, Authorized Participants, potential investors in the Trust or the Funds or to any regulatory or self-regulatory authority, neither the Administrator nor the Trust shall issue or initiate any press release arising out of or in connection with this Agreement or the Services rendered hereunder; provided, however, that if no special prominence is given or particular reference made to the Trust over other clients, nothing herein shall prevent the Administrator from (i) placing the Trust’s, any Fund’s or the Sponsor’s name and/or company logo(s) (including any registered trademark or service mark) on the Administrator’s client list(s) (and sharing such list(s) with current or potential clients of the Administrator) and/or marketing material which will include such entities’ name, logo and those services provided to the Fund(s) by the Administrator; (ii) using the Trust as reference; or (iii) otherwise orally disclosing that the Trust is a client of the Administrator at presentations, conferences or other similar meetings. If the Administrator desires to engage in any type of publicity other

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than as set forth in subsections (i) through (iii) above or if the Trust desires to engage in any type of publicity, the party desiring to engage in such publicity shall obtain the prior written consent of the other party hereto, such consent not to be unreasonably withheld, delayed or conditioned.

12.19 Insurance. The Trust hereby represents that it maintains adequate insurance coverage with respect to its responsibilities pursuant to this Agreement, including commercially reasonable fidelity bond(s), errors and omissions, directors and officers, professional liability insurance; provided, however, that the amount of insurance coverage shall in no way affect a party’s obligations or liability as otherwise set forth in this Agreement. In the event that the Administrator makes an employee of the Administrator available to the Trust to serve as an officer of the Trust, the Trust shall maintain professional liability (directors’ & officers’ and errors and omissions) insurance covering such officer with limits of not less than $5 million per occurrence. All of the foregoing policies shall be issued by insurance companies having an “A minus” rating or better by A.M. Best Company or an equivalent Standard & Poor’s rating. The Trust shall furnish Certificates of Insurance evidencing all of the foregoing insurance coverages upon execution of this Agreement, and annually upon the written request of the Administrator. The Trust shall promptly inform the Administrator of any material changes to its policies, endorsements or coverages.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

SEI INVESTMENTS GLOBAL FUNDS SERVICES METAURUS EQUITY COMPONENT TRUST

By:	By:
Name: Title:	Name: Title:

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SCHEDULE I

Funds

U.S. Equity Cumulative Dividends Fund – Series 2027

U.S. Equity Ex-Dividend Fund – Series 2027

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SCHEDULE II

Services

1) Maintain the Trust’s accounting books and records;

2) Obtain underlying security valuations for securities, listed futures and other financial instruments from Pricing Sources consistent with the Trust’s pricing and valuation policies, and calculate net asset value of each Fund;

3) Receive PLF files from Sponsor and, subject to final approval of such file by Sponsor, send PLF files to custodian in appropriate format;

4) Compute yields, total return, expense ratios, portfolio turnover rate and average dollar-weighted portfolio maturity, as appropriate;

5) Track and validate income and expense accruals, analyze and modify expense accrual changes periodically, and process expense disbursements to vendors and service providers;

6) Perform cash processing such as recording paid-in capital activity, perform necessary reconciliations with the transfer agent and the custodian, and provide cash availability data to the adviser, if requested;

7) Determine gain/loss on securities; and futures’ sales, and identify such as short-term or long term gain/loss; coordinate estimated cash payments, and perform necessary reconciliations with the transfer agent; coordinate with the Funds’ accountants and tax reporting form in connection with providing tax reporting information in the possession of the Administrator to the Trust’s tax preparer as reasonably requested for preparation of the K-1s;

8) Provide standardized performance reporting data to the Trust and its Sponsor;

9) Provide performance, financial and expense information for registration statements;

10) Communicate net asset value, yield, total return or other financial data to appropriate third party reporting agencies, and assist in resolution of errors reported by such third party agencies;

11) Update accounting system to reflect rate changes, as received from a Fund’s investment adviser, sub-adviser or respective designee, on variable interest rate instruments;

12) Accrue expenses of each Fund according to instructions received from the Trust’s treasurer or other authorized representative (including officers of the Trust’s investment adviser);

13) Determine the outstanding receivables and payables for all (1) security trades, (2) portfolio share transactions and (3) income and expense accounts in accordance with the budgets provided by the Trust or its investment adviser;

14) Prepare the Trust’s financial statements as mutually agreed with the Administrator for review by Fund management and independent auditors, manage annual, quarterly and/or monthly report preparation process;

15) Provide such fund accounting and financial reports in connection with meetings of the Advisory Committee as may reasonably be requested;

16) Provide individuals to serve as ministerial officers of the Trust, as requested;

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17) Provide principal accounting officer (if requested);

18) Coordinate with the Trust’s counsel on filing of the Trust’s registration statements, and coordinate printing and delivery of the Trust’s prospectuses;

19) Assist the Trust in handling and responding to routine regulatory examinations with respect to records retained or services provided by the Administrator, and coordinate with the Trust’s legal counsel in responding to any non-routine regulatory matters with respect to such matters;

20) Cooperate with, and take all reasonable actions in the performance of its duties under this Agreement to ensure that all necessary information is made available to the Trust’s independent public accountants in connection with the preparation of any audit or report requested by the Trust, including the provision of a conference room at the Administrator’s location if necessary (in this regard, the Trust’s independent auditors shall provide the Administrator with reasonable notice of any such audit so that (i) the audit will be completed in a timely fashion and (ii) the Administrator will be able to promptly respond to such information requests without undue disruption of its business);

21) Manage the preparation for and conducting of Advisory Committee meetings by (i) coordinating Advisory Committee book production and distribution process, (ii) subject to review and approval by the Trust and its counsel, preparing meeting agendas and solely at Administrator’s discretion subject to payment of additional fees, resolutions, (iii) preparing the relevant sections of Advisory Committee materials required to be prepared by the Administrator, (iv) attending Advisory Committee meetings, and (v) performing such other Advisory Committee meeting functions as shall be agreed by the parties in writing (in this regard, the Trust shall provide the Administrator with notice of regular meetings at least six (6) weeks before such meeting and as soon as practicable before any special meeting of an Advisory Committee

22) Additional Reports and Services.

• Upon reasonable notice and as mutually agreed upon, the Administrator may provide additional reports upon the request of the Trust or its investment adviser, which may result in additional charges, the amount of which shall be agreed upon between the parties prior to the provision of such report.

• Upon reasonable notice and as mutually agreed upon, the Administrator may provide such additional services with respect to a Fund, which may result in an additional charge, the amount of which shall be agreed upon between the parties prior to the provision of such service.

23) Provide such fund accounting and financial reports in connection with semi-annual meetings of an Advisory Committee;

24) If applicable, manage the Trust’s proxy solicitation process, including evaluating proxy distribution channels, coordinating with outside service provider to distribute proxies, track shareholder responses and tabulate voting results, and managing the proxy solicitation vendor if necessary;

25) Provide officers to serve as ministerial officers of the Trust, as requested;

26) Coordinate with the Trust’s counsel on filing of the Trust’s registration statements and proxy statements.

***

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SCHEDULE III

Fees

Administration and Accounting Fee:

The following fees are due and payable monthly to Administrator pursuant to Section 8 of the Agreement. The Trust will be charged the greater of the Asset Based Fee or the Annual Minimum Fee, plus any additional fees set forth herein, in each case calculated in the manner set forth below.

Asset Based Fees: (calculated and assessed monthly in arrears based on the aggregate net assets of the Trust and allocated to each Fund pro-rata based on the average daily net assets of each Fund):

[ ]

Annual Minimum Fee (calculated and paid on a monthly basis):

[ ]

Expense Reimbursement:

All reasonable expenses incurred by the Administrator on behalf of a Fund will be billed to the applicable Fund quarterly in arrears as set forth in Section 7.02 of this Agreement.

Tax Services:

Tax Services (1099’s, etc.) are not included in the above fee and will be specifically addressed with the Trust upon completion of the offering documents. PwC will create and distribute K-1’s, but the Administrator will cooperate with the Trust’s tax preparer and provide it with all information in the possession of the Administrator as reasonably requested to create and distribute K-1s for the Funds

Change of Terms:

This schedule is based upon regulatory requirements and the Trust’s requirements as set forth in its Trust Materials as of the Effective Date. Any material change to any of the foregoing, including but not limited to, a material change in the Trust’s assets or the investment objective of a Fund will constitute a material change to this Agreement. If such a change occurs, the Administrator agrees to review the change with representatives of the Trust and provide information concerning the feasibility of implementing any additional or enhanced services and associated costs resulting from such change. The parties shall then in good faith agree to mutually agreeable terms applicable to such additional or enhanced service.

Custom Development Fees:

Payable at Administrator’s then current rates pursuant to mutually agreed upon project work order(s)

Out of Pocket Fees:

Out of pocket expenses would include, but are not limited to the following: SSAE 16 allocation, printing fees, security pricing fees, postage, NSCC trading charges.

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SCHEDULE IV

Notice Instruction Form

TO WHOM NOTICES SHOULD BE SENT PURSUANT TO SECTION 12.08 OF THE AGREEMENT:

Name of Party or Parties:

Name of Contact:

Address:

Telephone No.:

Facsimile No.:

Email Address:

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EX-10.3

Exhibit 10.3

CUSTODIAN AND TRANSFER AGENT AGREEMENT

THIS AGREEMENT, dated as of December     , 2017, between Metaurus Equity Component Trust, a statutory trust organized under the laws of the State of Delaware (the “Fund”), on behalf of each series listed on Appendix A to this Agreement as it may be amended from time to time, severally and not jointly (each a “Portfolio” and collectively, the “Portfolios”), and [ ], a limited partnership formed under the laws of the State of [ ] (“[ ]” or, when referring to [ ] in its capacity as custodian, the “Custodian,” and when referring to [ ] in its capacity as transfer agent, “TA”). The terms of this Agreement shall apply separately and respectively to each Portfolio, and each reference to the “Fund” herein shall mean the Fund on behalf of each Portfolio.

W I T N E S S E T H:

WHEREAS, the Fund wishes to employ [ ] to act as custodian and transfer agent for the Portfolios and to provide related services, all as provided herein, and [ ] is willing to accept such employment, subject to the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Fund and [ ] hereby agree, as follows:

1. Appointment of Custodian and Transfer Agent.

1.1 The Fund hereby appoints [ ] as each Portfolio’s custodian, and [ ] hereby accepts such appointment. All Investments of a Portfolio delivered to the Custodian or its agents or Subcustodians shall be dealt with as provided in this Agreement. The duties of the Custodian with respect to the Portfolio’s Investments shall be only as set forth expressly in this Agreement, including any attachments or schedules thereto, which duties are generally comprised of safekeeping assets and various administrative duties that will be performed in accordance with Instructions (as defined below) and as reasonably required to effect Instructions. The terms of this Agreement shall apply separately and respectively to each Portfolio for which a separate account is maintained on the books of the Custodian. The Parties agree that Sections 2.1-9 and 11-17 and Schedules I, II and II of the Agreement contain the provisions related to [ ]’s performance as Custodian.

1.2 The Fund hereby engages [ ] as its transfer agent to perform the obligations set forth in this Agreement, and [ ] accepts such engagement. The Parties agree that Sections 2.1, 3 and 10-17 and Schedule III of the Agreement and the Transfer Agency Services Schedule attached hereto contain the provisions related to [ ]’s performance as TA.

2. Representations, Warranties and Covenants of the Fund. The Fund hereby represents, warrants and covenants each of the following:

With respect to [ ] appointment as Custodian and TA:

2.1 This Agreement has been, and at the time of delivery of each Instruction, such Instruction will have been, duly authorized, executed and delivered by the Fund. Neither this Agreement, nor any Instruction issued hereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Portfolio’s prospectus, the Fund’s organizational documents or any agreement, judgment, order or decree to which the Fund is a party or Portfolio or its Investments is bound.

With respect to [ ] appointment as Custodian:

2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Fund shall be deemed to have confirmed to the Custodian that the Fund has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Fund under Applicable Law, and (c) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement.

2.3 The Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Fund uses any on-line or similar communications service made available by the Custodian, the Fund and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.

2.4 By providing an Instruction in respect of an Investment (which Instruction may relate to among other things, the processing of orders and/or settlement of transactions in funds), the Fund hereby (i) authorizes [ ] to complete such documentation as may be required or appropriate to carry out the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against [ ]; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that [ ] will not be responsible for the accuracy of any information provided to [ ] by or on behalf of the Fund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not affect any sale, transfer or disposition of Investment(s) held in [ ]’s name by any means other than the issuance of an Instruction by the Fund to [ ]; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Fund invests may pay to [ ] certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Fund’s investments in such pools; (vi) agrees that [ ] shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide [ ] with such information as is necessary or appropriate to enable [ ]’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform [ ] and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) authorizes [ ] to furnish the customer due diligence records maintained by [ ] on the Fund and its beneficial owners to the transfer agent or other agent of an issuer of an Investment to satisfy regulatory obligations; (x) represents and warrants that to the extent the Fund provides [ ] with any personal data or personally identifiable information in connection with an Investment, the Fund will have obtained the consent of the applicable individuals to provide such data and information to [ ] and the Fund and to the use of such data and information as described in the applicable account opening, subscription and related Fund documentation; (xi) acknowledges that [ ] shall have no obligation to fund any order placed by the Fund for which the Fund does not have sufficient cash on deposit with [ ]; and (xii) agrees that [ ] shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Fund, or any transfer agent or other agent of an Investment in which the Fund may invest.

2.4.1 To the extent that the Fund holds Investments in an account opened in the name of [ ] as custodian for and at the direction of the Fund, and the Fund requests that [ ] provide the Fund with the capability to place orders in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Fund hereby acknowledges that [ ] is under no obligation to agree to such arrangement but if [ ] so agrees, the Fund (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes [ ] as custodian, to grant a limited power of attorney to the Fund or its designated agent to enable the Fund to place orders in fund shares directly with the fund companies and/or their transfer agents, (iii) agrees to ensure that any instructions issued by

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the Fund or its designated agent shall also be concurrently submitted to [ ], and (iv) shall adhere to any [ ] procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Fund also acknowledges and agrees that (1) [ ] is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Fund, (2) [ ] is not receiving compensation in connection with the Fund’s own execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) [ ] is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment placed directly by the Fund.

2.5 The Fund represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Fund further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists.

[2.5.1 The Fund represents and warrants that it conducts ongoing screening of relevant parties engaged by the Fund, including but not limited to Authorized Participants and distributors, against lists promulgated by a Sanctions Regime, as such lists are amended from time to time.]

2.5.2 The Fund represents and warrants that it has implemented adequate risk management, control and compliance procedures and systems to ensure that it will not instruct or otherwise cause Custodian to hold any assets in custody that would violate a Sanctions Regime. The Fund further represents it will not instruct Custodian to invest in a collective investment vehicle on its behalf, nor engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing involving: (i) any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) any person or entity subject to any Sanctions Regime; or (iii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime (collectively, “Sanctioned Property”). The Fund further represents and warrants that it has confirmed that relevant parties engaged by the Fund, including but not limited to Authorized Participants and distributors, have implemented equivalent controls as stated above. The Fund further represents and warrants that it will promptly notify the Custodian in writing if either it or any of its underlying customers whose assets are held by the Custodian becomes subject to a Sanctions Regime or holds assets that subsequently became Sanctioned Property.

[2.6 The Fund represents and warrants that it has developed and implemented an anti-money laundering (“AML”) program (“AML Program”) that is designed to comply with all applicable AML and terrorist financing laws and regulations, including but not limited to: the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the regulations promulgated thereunder; the 4^th European Union Anti-Money Laundering Directive; or Financial Action Task Force (“FATF”) standards against money laundering and terrorist financing (collectively, “applicable AML Laws”). The Fund represents and warrants that its AML Program includes proper due diligence on relevant parties, including but not limited to Authorized Participants and distributors, and confirmation that such parties have implemented their own policies and procedures designed to comply with applicable AML Laws. The Fund further represents and warrants that it creates and maintains all records and documentation required by applicable AML Laws, including identification and verification records of the Fund’s customers.]

2.6.1 The Fund acknowledges that the Custodian is obligated under applicable US AML Laws to obtain, verify and record identifying information about its customers prior to opening an account.

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2.6.2 The Fund represents and warrants that upon request, it will provide the Custodian with information that the Custodian requires to comply with applicable AML Laws and Sanctions Regimes.

2.6.3 The Fund further represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or engage in or facilitate any transaction that would cause Custodian to violate any applicable AML laws.

2.7 The Fund represents and warrants that, due to the “publicly-offered security” exemption (or other available exemption), it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform [ ] and to keep the same updated if the Fund becomes aware that such status has changed.

2.8 Notwithstanding anything in this Agreement to contrary effect, the Fund specifically represents and warrants to the Custodian that it shall at all times be principally liable for the repayment of any Advance made by the Custodian under this Agreement.

2.9 The Fund represents and warrants that it will promptly notify the Custodian in writing if any of the above representations cease to be true.

3. Representation and Warranty of [ ] as Custodian and TA. [ ] hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by [ ] and does not and will not violate any Applicable Law or conflict with or constitute a default under [ ]’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which [ ] is a party or by which it is bound.

4. Instructions. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties pursuant to Instructions. As used herein, the term Instruction shall mean a directive initiated by the Fund, acting through its board of trustees, officers or other Authorized Person, which directive shall conform to the requirements of this Section 4.

4.1 Authorized Persons. For purposes hereof, an Authorized Person shall be a person or entity authorized by the Fund to give Instructions to the Custodian for or on behalf of the Fund or Portfolio, as applicable, in accordance with procedures delivered to and acknowledged by the Custodian. The Custodian may treat any Authorized Person as having the full authority of the Fund to issue Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority of designated Authorized Persons to give Instructions with respect to the Fund or a Portfolio until it receives appropriate written notice from the Fund to the contrary.

4.2 Form of Instruction. Each Instruction shall be transmitted by such secured or authenticated electro-mechanical means as the Custodian shall make available to the Fund from time to time unless the Fund elects to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this Section.

4.2.1 Fund Designated Secured-Transmission Method. Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Fund or by an Authorized Person entitled to give Instruction and acknowledged and accepted by the Custodian, it being understood that such acknowledgment shall authorize the Custodian to accept such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Authorized Person.

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4.2.2 Written Instructions. Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.

4.2.3 Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as are contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT or telefax (whether tested or untested).

When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reasonable reliance on inaccurately stated, illegible or unauthorized telefax instructions, The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule and the Electronic and Online Services Schedule to this Agreement shall each comprise a designation of a means of delivering Instructions for purposes of this Section 4.2.

4.3 Completeness and Contents of Instructions. The Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in the Fund’s Investments and upon any delivery and transfer of any Investment or moneys, the Authorized Person initiating the Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation:

4.3.1 The transaction date and the date and location of settlement;

4.3.2 The specification of the type of transaction;

4.3.3 A description of the Investments or moneys in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in the Instruction, particularly with respect to Investment description; and

4.3.4 The name of the broker or similar entity concerned with execution of the transaction.

If the Custodian determines that an Instruction is either unclear or incomplete, the Custodian may give prompt notice of such determination to the Fund and the Fund shall thereupon amend or otherwise reform the Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction.

4.4 Timeliness of Instructions. In giving an Instruction, the Fund shall take into consideration known delays which may occur due to the involvement of a Subcustodian or agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established specific timing requirements or deadlines with respect to particular classes of Instruction and provided those requirements or deadlines to the Fund in writing, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Fund.

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5. Safekeeping of Fund Assets. The Custodian shall hold Investments delivered to it or Subcustodians for the Fund in accordance with the provisions of this Section. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Subcustodians; or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Subcustodians. The Custodian is hereby authorized to hold with itself or a Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate action or income event. The Custodian shall hold Investments for the account of the Fund and shall segregate Investments on its books and records (in a manner that clearly identifies the assets as belonging to such Fund) from assets belonging to the Custodian and any of its other customers and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account held for the Fund or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian.

5.1 Use of Securities Depositories. The Custodian may deposit and maintain Investments in any Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian. Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Subcustodian, as the case may be, and (b) in an account for the Fund or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such Investments in the Depository. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, the Subcustodian or (any agent of either) from holding its client assets in such a separate account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for benefit of the Fund or for benefit of clients of the Custodian generally on its own books.

5.2 Certificated Assets. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian’s vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.

5.3 Registered Assets. Investments which are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Fund, a Portfolio or a nominee for any of the foregoing, and may be held in any manner set forth in Section 5.2 above.

5.4 Book Entry Assets. Investments which are represented by book-entry may be so held in an account maintained by the Book-entry Agent on behalf of the Custodian, a Subcustodian or another Agent of the Custodian, or a Securities Depository.

5.5 Replacement of Lost Investments. In the event of a loss of Investments for which loss the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the affected Portfolio the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss or such other amount as shall be agreed by the parties.

6. Administrative Duties of the Custodian. The Custodian shall perform the following administrative duties with respect to Investments of the Fund and its Portfolios.

6.1 Purchase of Investments. Pursuant to Instruction, Investments purchased for the account of the Fund (or a Portfolio) shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

6.2 Sale of Investments. Pursuant to Instruction, Investments sold for the account of the Fund (or a Portfolio) shall be delivered against payment therefor (a) in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

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6.3 Delivery and Receipt in Connection with Borrowings of the Fund or other Collateral and Margin Requirements. Pursuant to Instruction, the Custodian may deliver or receive Investments or cash of the Fund in connection with borrowings or loans by the Fund and other collateral and margin requirements.

6.4 [Reserved]

6.5 Contractual Obligations and Similar Investments. From time to time, the Fund’s Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund’s account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

6.6 Exchange of Securities. Unless otherwise directed by Instruction, the Custodian shall: (a) exchange securities held for the account of the Fund (or a Portfolio) for other securities in connection with any reorganization, recapitalization, conversion, stock split, change of par value of shares or similar event, and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan.

6.7 Surrender of Securities. Unless otherwise directed by Instruction, the Custodian may surrender securities: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under Section 5.3; and (c) for a different number of certificates or instruments representing in the aggregate the same number of shares or the same principal amount of indebtedness.

6.8 Rights, Warrants, Etc. Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of the issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deliver securities in response to any tender offer.

6.9 Mandatory Corporate Actions. Unless otherwise directed by Instruction, the Custodian shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Fund’s/Portfolio’s account and promptly notify the Fund of such action; and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.

6.10 Income Collection. Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to a Portfolio’s Investments and promptly credit the amount collected to a Principal or Agency Account (each as defined below); provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.

6.11 Corporate Action Information. In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall provide to the Fund, on behalf of the Portfolio, such material information pertaining to a corporate action which the Custodian actually receives; provided that the Custodian shall not

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be responsible for the completeness or accuracy of such information. Information relative to any pending corporate action made available to the Fund via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by the Custodian. Any advance credit of cash or shares expected to be received as a result of any corporate action shall be subject to actual collection and may be reversed by the Custodian.

6.12 Proxy Materials. The Custodian shall promptly deliver, or cause to be delivered, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian. Information relative to any pending corporate action made available to the Fund, on behalf of any Portfolio, via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by the Custodian.

6.13 Ownership Certificates and Disclosure of the Fund’s Interest. The Custodian is hereby authorized to execute on behalf of the Fund or a Portfolio ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund or Portfolio with respect to Investments, or in connection with the sale, purchase or ownership of Investments.

With respect to securities issued in the United States of America, the Custodian [    ] may [X] may not release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Fund. IF NO BOX IS CHECKED, THE CUSTODIAN SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES CONTRARY INSTRUCTIONS FROM THE FUND. With respect to securities issued outside of the United States of America, information shall be released in accordance with law or custom of the particular country in which such security is located.

6.14. Taxes. The Custodian shall, where applicable, assist the Fund and its Portfolios in the reclamation of taxes withheld on dividends and interest payments received by the Fund, including on behalf of a Portfolio. In the performance of its duties with respect to tax withholding and reclamation, the Custodian shall be entitled to rely on the advice of others pursuant to Section 13.11 below and upon information and advice regarding the Fund’s tax status that is received from or on behalf of the Fund without duty of separate inquiry.

6.15 Other Dealings. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom the payment or delivery is made.

6.16 Nondiscretionary Details and Minor Expenses. The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments in its performance hereunder, except as otherwise directed by Instruction, and may make payments for minor expenses of administering Investments under this Agreement, provided that the Custodian shall disclose all such expenses to the Fund and that the Fund shall have the right to request an accounting with respect to such expenses.

6.17 Use of Agents. The Custodian may appoint (and remove) any affiliate, bank, trust fund or subcontractor as its agent (each an “Agent” and collectively, the “Agents”), in addition to Subcustodians, to carry out such provisions of this Agreement. The Custodian shall exercise reasonable care in the selection and monitoring of such Agents and Subcustodians. The appointment of an Agent or Subcustodian shall not relieve the Custodian of its obligations under this Agreement and the Custodian shall remain responsible as if it had performed or not performed the acts or omissions of such Agents or Subcustodians itself.

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6.18 Registration Document Completion Service. The Fund may appoint the Custodian to further provide registration document completion services for account openings, name changes, conversions, mergers, market-specific licensing renewals, account closings and other events, and for such markets, as may be agreed between each Fund and the Custodian from time to time (the “Registration Services”). The Fund shall pay Custodian such fees as may be agreed between the parties from time to time with respect to the Registration Services in accordance with Section 14 hereof. The Fund further acknowledges and agrees that: (i) as part of the Registration Services, the Custodian will complete registration documentation for the agreed markets on behalf of the Fund and then forward such documentation to the Fund or an Authorized Person for final review and signature on behalf of the Fund; (ii) by the Fund or an Authorized Person signing and submitting the aforementioned documentation to the Custodian on behalf of the Fund (the “Submitted Documents”), the Fund shall be deemed to have confirmed to the Custodian that the Fund has reviewed the Submitted Documents and has determined that all of the information contained therein is accurate and complete; (iii) the submission of the Submitted Documents to the Custodian, shall be deemed an Instruction under Section 4 hereof to open one or more accounts in the referenced market (in accordance with the information provided in the Submitted Documents) and to provide the Submitted Documents and/or the information contained therein to the Subcustodian in the referenced market (and where applicable, for further submission to the relevant Securities Depository, exchanges, regulatory and tax authorities, tax agents and/or brokers in the referenced market).

7. Cash Accounts, Deposits and Money Movements. Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund or Portfolios maintain Investments or in such other currencies as the Fund, on behalf of the Portfolios, shall from time to time request by Instruction, including standing Instructions for Principal Accounts to participate in a [ ] cash management vehicle. Notwithstanding any in this Agreement to the contrary, the Fund shall be liable as principal for any overdrafts occurring in its cash accounts.

7.1 Types of Cash Accounts. Cash accounts opened on the books of the Custodian (Principal Accounts) shall be opened in the name of the Fund, on behalf of the applicable Portfolios. Such accounts collectively shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in Section 9. Cash accounts opened on the books of a Subcustodian may be opened in the name of the Fund, on behalf of the Portfolios, or in the name of the Custodian for the Fund or in the name of the Custodian for its customers generally (Agency Accounts). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of the Fund and the applicable Portfolios. Accordingly, the Custodian shall be responsible for exercising reasonable care in the administration of such accounts, but shall not be liable for their repayment in the event the Subcustodian, by reason of its bankruptcy, insolvency or otherwise, fails to make repayment. In connection with the services provided hereunder, the Custodian is hereby directed to open cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of the Fund, and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes on behalf of the Fund or the Fund and affiliated funds (each an “Account”). Each such Account shall be subject to the terms and conditions of this Agreement (including, without limitation Section 7.6) and the Fund shall be liable for the satisfaction of its own obligations in connection with each Account; provided however, the Fund shall not be liable for the obligations of any other affiliated fund thereunder.

7.1.1 Administrative Accounts. In connection with the services provided hereunder, the Custodian is hereby directed to open cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of the Fund and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes, each on behalf of the Fund (each an “Account”). Each such Account shall be subject to the terms and conditions of this Agreement and the Fund shall be liable for the satisfaction of its obligations in connection with each Account.

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7.2 Payments and Credits with Respect to the Cash Accounts. The Custodian shall make payments from or deposits to any of the cash accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to a Portfolio’s Investments, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. Unless otherwise specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried.

7.3 Currency and Related Risks. The Fund bears the risks of holding or transacting in any currency, including any mark to market exposure associated with a foreign exchange transaction undertaken with the Custodian. The Custodian shall not be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by the Fund on behalf of a Portfolio shall be for the account of the Fund/Portfolio.

7.4 Foreign Exchange Transactions. The Custodian shall, subject to the terms of this Section, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of the Fund or a Portfolio with such currency brokers or banking institutions, including Subcustodians, as the Fund on behalf of a Portfolio may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with the Fund in accordance with Section 7.4.2 of this Agreement. The obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction.

7.4.1 Third Party Foreign Exchange Transactions. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund or a Portfolio on the same basis it performs duties as agent for the Fund with respect to any other of the Fund’s or a Portfolio’s Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund or a Portfolio in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, (c) may, in connection with cash payments made to third party currency brokers/dealers for settlement of the Fund’s foreign exchange spot or forward transactions, foreign currency swap transactions and similar foreign exchange transactions, process settlements using the facilities of the CLS Bank according to CLS Bank’s standard terms and conditions, and (d) shall hold in safekeeping all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions. The Fund on behalf

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of the Portfolios accepts full responsibility for its use of third-party foreign exchange dealers and for execution of the foreign exchange contracts and options and understands that each applicable Portfolio shall be responsible for any and all costs and interest charges which may be incurred by it or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange.

7.4.2 Foreign Exchange with the Custodian as Principal. The Custodian may enter into foreign exchange transactions with the Fund. If a foreign exchange transaction with the Custodian as principal is initiated by Instruction and the parties have no otherwise entered into an agreement specific to such transaction(s), the transaction will be performed and subject to the terms and conditions currently posted on the Custodian’s website at <http:// www.[ ].com/fxtermsandconditions /> ( the “FX Online Terms and Conditions”), which terms are available in hardcopy upon request, and which terms may be updated from time to time. The Custodian shall provide notice of any material change to the FX Online Terms and Conditions to the Fund at least ten (10) business days prior to their taking effect, unless the Custodian determines that the circumstances require that a shorter period apply. Foreign exchange transactions that occur or are placed on or after the effective date of such changes, as stated in the applicable notice, shall be governed by the modified FX Online Terms and Conditions. The Fund represents and warrants, each and every time an Instruction to execute a foreign exchange transaction with the Custodian as principal is initiated, that it is an eligible contract participant, as that term is used under the Commodity Exchange Act and the regulations thereunder, as amended from time to time.

7.5 Delays. If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the Fund on behalf of the applicable Portfolios for damages, plus: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out Instructions to transfer cash which are not due to the Custodian’s own negligence or willful misconduct.

7.6 Advances. If, for any reason in connection with this Agreement the Custodian or any Subcustodian makes an Advance to facilitate settlement or otherwise for the benefit of the Fund or a Portfolio (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does:

7.6.1 acknowledge that the Fund shall have no right, title or interest in or to any Investments purchased with such Advance or proceeds of such Investments, and that any credit of Investments to an account of Fund shall be provisional, until: (a) the debit of the Principal or Agency Account by Custodian for an amount equal to Advance Costs; and/or (b) if such debit produces an overdraft in such account, reimbursement to the Custodian or Subcustodian for the amount of such overdraft;

7.6.2 acknowledge that the Custodian has an automatically perfected statutory security interest in Investments purchased with any such Advance pursuant to Section 9-206 of the Uniform Commercial Code as in effect in the State of New York from time to time;

7.6.3 in addition, in order to secure the obligations of the Fund to pay or perform any and all obligations of the Fund pursuant to this Agreement, including without limitation to repay any Advance made pursuant to this Agreement, grant to the Custodian a security interest in all Investments and proceeds thereof (as defined in the Uniform Commercial Code as currently in effect in the State of New York); and agree to take, and agree that the Custodian may take, in respect of the security interest referenced above, any further actions that the Custodian may reasonably require.

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7.7 Custodian’s Rights. Neither the Custodian nor any Subcustodian shall be obligated to make any Advance or to allow an Advance to occur to the Fund or a Portfolio, and in the event that the Custodian or any Subcustodian does make or allow an Advance, any such Advance and any transaction giving rise to such Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made or allowed by a Subcustodian or any other person, the Custodian may assign all or part of its security interest referenced above and any other rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund or Portfolio shall fail to repay the Advance Costs when due, the Custodian or its assignee, as the case may be, shall be entitled to a portion of the available cash balance in any Agency or Principal Account equal to such Advance Costs, and the Fund authorizes the Custodian, on behalf of the Fund or Portfolio, to pay an amount equal to such Advance Costs irrevocably to such Subcustodian or other person, and to dispose of any property in such Account to the extent necessary to make such payment. Any Investments credited to accounts subject to this Agreement created pursuant hereto shall be treated as financial assets credited to securities accounts under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of New York from time to time. Accordingly, the Custodian and any Subcustodian shall have the rights and benefits of a secured creditor that is a securities intermediary under such Articles 8 and 9.

7.8 Integrated Account. For purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in Dollars) shall collectively constitute a single and indivisible current account with respect to the Fund’s obligations to the Custodian or its assignee, and balances in the Principal Accounts shall be available for satisfaction of the Fund’s obligations under this Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.

8. Subcustodians and Securities Depositories. Subject to the provisions hereinafter set forth in this Section 8, the Fund hereby authorizes the Custodian to utilize Securities Depositories to act on behalf of a Portfolio and to appoint from time to time and to utilize Subcustodians. With respect to Investments held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form in accordance with (a) governmental regulations, (b) rules of Securities Depositories and Clearing Agencies, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Instructions.

8.1 Domestic Subcustodians and Securities Depositories. The Custodian may deposit and/or maintain, either directly or through one or more agents appointed by the Custodian, Investments of the Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank or of the Securities and Exchange Commission. The Custodian may, at any time, appoint any bank regulated as such in the United States, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States.

8.2 Foreign Subcustodians and Securities Depositories. The Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S. Securities Depository. Additionally, the Custodian may, at any time and from time to time, appoint any bank, trust company or other similar entity that is regulated as such in the country in which it offers banking, trust or custodial services, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund outside the United States. Such appointment of foreign Subcustodians shall be subject to approval (which may be withdrawn at any time) of the Fund or Investment Manager as the case may be which approval shall be evidenced by their receipt of the Global Custody Network Listing as the same may from time to time be updated.

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8.3 Responsibility for Subcustodians. Except as provided in the last sentence of this Section 8.3, the Custodian shall be liable to the Fund and its applicable Portfolios for any loss or damage thereto caused by or resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct in accordance within the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred. The liability of the Custodian in respect of those Subcustodians specifically identified by the Custodian, from time to time, as being subject to the “recover standard of care” on the Global Custody Network Listing, shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the applicable Subcustodian.

8.4 New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event the Custodian is unable to establish such arrangements prior to the time the investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of the local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent.

9. Responsibility of the Custodian. In performing its duties and obligations hereunder, the Custodian shall use reasonable care under the facts and circumstances prevailing in the market where performance occurs. Subject to the specific provisions of this Section, the Custodian shall be liable to the Fund for any damage incurred by the Fund or a Portfolio in consequence of the Custodian’s (or its employees’, officers’ or other agents’) negligence, bad faith or willful misconduct. In no event shall the Custodian be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if advised of the possibility of such damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund’s Investments or to provide investment advice with respect to Investments and that the Fund and its Portfolios as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.

9.1 Limitations of Performance. The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform for or in consequence of the following causes:

9.1.1 Force Majeure. Force Majeure shall mean any circumstance or event which is beyond the reasonable control of the Fund, Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the Fund, Custodian of its obligations hereunder, by the Subcustodian of its obligations under its Subcustody Agreement or by any other Agent of the Custodian or the Subcustodian, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water or wind damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Country, Sanctions or Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the party.

9.1.2 Country Risk. Country Risk shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and

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held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets.

9.1.3 Sovereign Risk. Sovereign Risk shall mean, in respect of any jurisdiction, including the United States of America, where Investments are acquired or held hereunder or under a Subcustody Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investments by any Governmental Authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments, (f) any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced.

9.1.4 AML and Sanctions Risk. AML and Sanctions Risk shall mean, with respect to the acquisition, ownership, settlement or custody of Investments, all risks relating to, or arising in consequence of the Custodian complying with one or more Sanctions Regimes or applicable AML Laws, including, but not limited to, the risk that if Custodian reasonably believes it has come in contact with a sanctioned party, or has come into possession or control of any Sanctioned Property as a result of its performance of this Agreement, Custodian may be required by one or more Sanctions Regime to block (i.e. prevent further movement of) such Sanctioned Property and report any related activity to relevant government authorities. The Fund acknowledges that if multiple Sanctions Regimes apply (including OFAC), the Custodian will comply with the most restrictive of the applicable regimes. The Fund also acknowledges that the Custodian shall not be liable hereunder for any loss or damage caused by any delays or refusals to process a transaction that result from Custodian’s obligation to ensure compliance with applicable AML Laws and Sanctions Regimes.

9.2. Limitations on Liability. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

9.2.1 Failure of Third Parties. The failure of any third party (subject to the provisions hereof with respect to Agents and Subcustodians) including: (a) any issuer of Investments or Book-Entry Agent or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, third party foreign custody manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

9.2.2 Information Sources. The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information (provided that the Custodian has relied upon such information in good faith), or the failure of any commercially reasonable information provider.

9.2.3 Reliance on Instruction. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund’s trust instrument, certificate of trust or by-laws, Applicable Law, or actions by the trustees, directors or shareholders of the Fund.

9.2.4 Restricted Securities. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of the Fund.

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10. Transfer Agency Services. Subject to the specific provisions of this Section, the TA shall not be liable to the Fund for any damage incurred by the Fund or a Portfolio unless such damages arise from the TA’s (or its employees’, officers’ or other agents’) negligence, bad faith or willful misconduct. In no event shall the TA be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if advised of the possibility of such damages. [ ] will provide the transfer agency services described in Schedule IV hereto pursuant to the following terms and conditions:

10.1 Limitations on Liability

10.1.1 TA shall not be held accountable or liable to the Fund, or any third party if TA is unable to perform its responsibilities in accordance with this Agreement as a result of (i) any errors in the Services based upon or arising out of information received in a timely or untimely manner by TA either (a) from a source which TA was authorized to rely upon pursuant to a relevant Schedule hereto, or (b) from a source which in TA’s reasonable judgment was as an appropriate source for such information, (ii) relevant information known to the Fund which would impact the Services but which is not communicated by the Fund or its agent to TA, or (iii) the suspension, discontinuance or termination of the transmission of information by information providers for any reason, provided TA shall have made reasonable commercial efforts to procure such transmission. The Fund hereby acknowledges and agrees that TA shall neither guarantee nor make any warranties whatsoever, with respect to the sources referenced above and to the accuracy or completeness of their information.

10.1.2 The Fund acknowledges and agrees that nothing herein is intended to diminish the responsibility of third parties, including without limitation, its clients, custodian banks, brokers, and pricing and administrative agents, under their respective contractual and/or business arrangements with the Fund.

10.1.3 TA shall incur no liability with respect to any telecommunications, equipment or power failures, or any failures to perform or delays in performance by postal or courier services or third-party information providers.

10.1.4 TA shall in no event be required to advance or expend its own funds in connection with the services provided hereunder, or take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction.

10.1.5 The Fund shall review the Services performed by TA under this Agreement promptly and periodically and shall notify TA of any improper performance, discrepancy or error therein. Unless the Fund provides written notice of any such discrepancy or error within a reasonable time after such Services are performed, the Services shall be deemed to have met the duties and standards set forth herein.

10.1.6 Without limiting the generality of any of the foregoing provisions, in no event shall TA be liable for any taxes, penalties, fines, costs, charges or fees imposed on the Fund in connection with the Services hereunder unless otherwise agreed between the Parties.

10.1.7 In no event shall TA be responsible for providing investment management services or advice or legal advice under this Agreement, nor shall TA be liable for the investment management services and advice received or given by the Fund or the legal advice received by the Fund from its counsel or other legal counsel.

10.1.8 Without limiting the generality of any of the foregoing provisions, the TA shall have no liability for any damages arising out of (i) the failure of any Authorized Participant to perform its obligations under a Participant Agreement (“Participant Agreement” defined for this purpose as any Participant Agreement between the Distributor and an Authorized Participant acknowledged by the Administrator); (ii) activities or statements of sales or wholesaler personnel who are employed by any distributor (or its affiliates); or (iii) the failure of any Authorized Participant to deposit with the Custodian sufficient collateral, or to provide additional collateral upon request by the TA, in connection with the monitoring services provided for herein on Schedule IV; or (b) any errors in the computation of collateral requirements based upon or arising out of quotations or information received by the TA from the Fund’s accounting agent or any other source on which the TA reasonably relies.

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10.2 Instructions. TA shall not be liable for, and shall be indemnified by the Fund against any and all losses, costs, damages or expenses arising from or as a result of, any action taken or omitted in reliance upon Instructions (as hereinafter defined) or upon any other written notice, request, direction, instruction, certificate or other instrument believed by it to be genuine and signed or authorized by the proper party or parties.

10.2.1 Instructions shall mean a written request, direction, instruction or certification signed or initialed on behalf of the Fund by one or more Authorized Persons. Authorized Persons may be identified by name, title or position. Telephonic and other oral instructions or instructions given by facsimile transmission may be given by any one of the Authorized Persons. Such instructions shall be considered Instructions if TA reasonably believes them to have been given by an Authorized Person. In no event shall Instructions be in the form of electronic mail.

10.2.2 Where Instructions are conveyed through facsimile transmissions, the Fund hereby acknowledges that (i) receipt of legible instructions cannot be assured, (ii) TA cannot verify that authorized signatures on facsimile Instructions are original, and (iii) TA shall not be responsible for losses or expenses incurred through actions taken in reliance on such Instructions. The Fund agrees that such facsimile Instructions shall be conclusive evidence of the Fund’s Instruction to TA to act or to omit to act.

10.2.3 Instructions given orally will be confirmed by written Instructions in the manner set forth above in Section 10.2.1, including by facsimile, but the lack of such confirmation shall in no way affect any action taken by TA in reliance upon such oral Instructions. The Fund authorizes TA to tape record any and all telephonic or other oral Instructions given to TA by or on behalf of the Fund (including any of its officers, directors, trustees, employees or agents or any investment manager or adviser or person or entity with similar responsibilities which is authorized to give Instructions on behalf of the Fund to TA). The Fund agrees to solicit valid written or other consent from any of its employees in respect to telephonic recordings to the extent such consent is required by applicable law.

10.3 Representations of TA.

10.3.1 TA represents that it is a registered transfer agent under the Securities Exchange Act of 1934.

10.3.2 TA has established pursuant to the Bank Secrecy Act, and other U.S. laws and regulations applicable to it, Anti-Money Laundering (AML) compliance programs, including but not limited to: (1) the development of internal policies, procedures, and controls; (2) the designation of a compliance officer; (3) the implementation of ongoing employee training programs; and (4) the creation of an independent audit function to test such programs.

10.3.3 TA has a customer identification program (CIP) consistent with the rules under section 326 of the USA Patriot Act. TA. For the avoidance of doubt, DTC is exempt from CIP requirements.

10.3.4 TA: (i) has in place policies and procedures reasonably designed to ensure compliance with the transfer agent rules of the Securities Exchange Act of 1934, as amended; (ii) and will maintain appropriate records in accordance with said transfer agent rules.

11. Indemnification. The Fund hereby indemnifies [ ] as TA and Custodian (and each Subcustodian), and their respective Agents, nominees and the partners, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement and any Instruction. If a Subcustodian or any other person indemnified under the preceding sentence, gives written notice of claim to the Custodian, the Custodian shall promptly give written notice to the Fund.

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12. Reports and Records. [ ] shall:

12.1 create and maintain records relating to the performance of its obligations under this Agreement (including such reports as may be required pursuant to Applicable Law);

12.2 make available to and copy for the Fund (at the Fund’s expense), its auditors, agents and employees, upon reasonable request and during its normal business hours, all records maintained by [ ] pursuant to Section 12.1 above, subject, however, to all reasonable security requirements of [ ] then applicable to the records of its customers generally; and

12.3 make available to the Fund all Electronic Reports; it being understood that [ ] shall not be liable hereunder for any inaccuracy or incompleteness with respect to any third-party information included therein.

12.4 The Fund shall examine all records, however produced or transmitted, promptly upon receipt and notify [ ] promptly of any apparent discrepancy or error within a reasonable time after its receipt of the records.

12.5 The Fund acknowledges that the Custodian obtains information on the value of assets from outside sources which may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable, if reasonable to do so, but the Fund acknowledges and agrees that the Custodian does not verify such information nor make any representations or warrantees as to its accuracy or completeness and accordingly shall be without liability in selecting and using such sources and furnishing such information.

13. Miscellaneous.

13.1 Powers of Attorney, etc. The Fund on behalf of its Portfolios will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may reasonably be necessary or desirable for the Custodian to provide, or to cause any Subcustodian to provide, the services contemplated by this Agreement.

13.2 Entire Agreement; Amendment. This Agreement constitutes the entire understanding and agreement of the parties hereto and supersedes any other oral or written agreements heretofore in effect between the Fund and the Custodian with respect to the subject matter hereof. No provision of this Agreement may be amended or terminated except by a statement in writing signed by the party against which enforcement of the amendment or termination is sought, provided, however, that an Instruction shall, whether or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith. In the event of a conflict between the terms of this Agreement and the terms of a service level agreement or other operating agreement in place between the parties from time to time, the terms of this Agreement shall control.

13.3 Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Custodian and the Fund and their successors and assignees, provided that neither party may assign this Agreement without the prior written consent of the Custodian. Each party agrees that only the parties to this Agreement and/or their successors in interest shall have a right to enforce the terms of this Agreement. Accordingly, no client of the Fund or other third party shall have any rights under this Agreement and such rights are explicitly disclaimed by the parties.

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13.4 GOVERNING LAW, JURISDICTION AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS LOCATED IN NEW YORK CITY. THE FUND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING IN ANY OF THE AFORESAID COURTS AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. FURTHERMORE, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.5 Notices. Notices and other writings contemplated by this Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid, return receipt requested, (c) by a nationally recognized overnight courier, or (d) by facsimile transmission, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:

If to the Fund:	c/o Metaurus Advisors, LLC
	589 Fifth Avenue, Suite 808
	New York, New York 10017
	Attn: Sean Dillon, Head of Trading
	Telephone: (212) 634-4250
	Facsimile: (212) 634-4250
With a copy to:	c/o Metaurus Advisors, LLC
	22 Hudson Place, Suite 3
	Hoboken, New Jersey 07030
	Attn: Richard Sandulli, Co-Chief Executive Officer
	Telephone: (212) 634-4250
	Facsimile: (212) 634-4250
If to the Custodian:	[ ]

or such other address as the Fund or the Custodian may have designated in writing to the other. Notices given by the Custodian pursuant to Section 13.13 may also be given by electronic mail to the email address of any Authorized Person. The Fund agrees that such notices given by electronic mail shall be conclusively presumed to have been delivered and received by the Fund as of the date such electronic mail was sent by the Custodian, as recorded by the Custodian’s systems.

13.6 Headings. Paragraph headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

13.7 Severability. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

13.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by the Fund and the Custodian. A photocopy or telefax of the Agreement shall be acceptable evidence of the existence of the Agreement and the Custodian shall be protected in relying on the photocopy or telefax until the Custodian has received the original of the Agreement.

13.9 Confidentiality. The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be

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required in carrying out this Agreement (including, without limitation, disclosure to Subcustodians or Agents appointed by the Custodian), shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any regulator of the Custodian or any Agent or Subcustodian, any Regulatory Authority, any auditor or attorney of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.

13.10 Tape-recording. The Fund on behalf of itself and its Customers authorizes the Custodian to tape record any and all telephonic or other oral instructions given to the Custodian by or on behalf of the Fund, including from any Authorized Person. This authorization will remain in effect until and unless revoked by the Fund in writing.

13.11 Counsel/ Certified Public Accountant. In fulfilling its duties hereunder, the Custodian shall be entitled to receive and act upon the advice of (i) counsel and/or a certified public accountant regularly retained by the Custodian in respect of such matters, (ii) counsel and/or a certified public accountant for the Fund or (iii) such counsel or certified public accountant as the Fund and the Custodian may agree upon, with respect to all matters, and the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice.

13.12 Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that:

(a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund or Portfolios under this Agreement;

(b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;

(c) the Custodian and/or its associates shall not be liable to account to the Fund or a Portfolio for any profits or benefits made or derived by or in connection with any such transaction,; and

(d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

13.13 Online Terms and Conditions. Foreign exchange services provided under or otherwise referenced in this Agreement will be performed and subject to the terms and conditions posted on the Custodian’s website at

< http://www.[ ].com/fxtermsandconditions/> (the “FX Online Terms and Conditions”), which terms are available in hardcopy upon request, and which terms may be updated from time to time. The Custodian shall provide notice of any change to the FX Online Terms and Conditions to the Fund at least ten business days prior to their taking effect, unless the Custodian determines that the circumstances require that a shorter period apply. Foreign exchange transactions that occur or are placed on or after the effective date of such changes, as stated in the applicable notice, shall be governed by the modified FX Online Terms and Conditions.

14. Definitions. The following defined terms will have the respective meanings set forth below.

14.1 Advance(s) shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include, without limitation, amounts due to the Custodian as the principal counterparty to any foreign exchange transaction with the Fund as described in Section 7.4.2 hereof, or paid to third parties for account of the Fund or in discharge of any expense, tax or other item payable by the Fund.

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14.2 Advance Costs shall mean any Advance, interest on the Advance and any related expenses, including without limitation any mark to market loss of the Custodian or Subcustodian on any Investment to which Section 7.6.1 applies.

14.3 Agency Account(s) shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1 hereof.

14.4 Agent(s) shall have the meaning set forth in Section 6.17 hereof.

14.5 Applicable Law shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.

14.6 Authorized Person(s) shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1 or 10.2.1 hereof.

14.7 Book-entry Agent(s) shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.

14.8 Clearing Corporation shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market(s).

14.9 Electronic and Online Services Schedule shall mean any separate schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning certain electronic and online services as described therein and as may be made available from time to time by the Custodian to the Fund and Portfolios.

14.10 Electronic Reports shall mean any reports prepared by the Custodian and remitted to the Fund or its authorized representative via the internet or electronic mail.

14.11 EU shall mean the European Union and its member states.

14.12 Funds Transfer Services Schedule shall mean any separate schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund.

14.13 Global Custody Network Listing shall mean Countries and Subcustodians approved for Investments in non-U.S. Markets.

14.14 Instruction(s) shall have the meaning assigned in Section 4 hereof.

14.15 Investment Advisor shall mean any person or entity who is an Authorized Person to give Instructions with respect to the investment and reinvestment of the Fund’s Investments.

14.16 Investment(s) shall mean any investment asset of the Fund or Portfolios, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets, but shall not include any Principal Account.

14.17 Margin Account shall have the meaning set forth in Section 6.4 hereof.

14.18 OFAC shall mean the US Treasury Department’s Office of Foreign Assets Control.

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14.19 Principal Account(s) shall mean deposit accounts of the Fund or a Portfolio carried on the books of [ ] as principal in accordance with Section 7 hereof.

14.20 Sanctions or Sanctions Regime(s) shall mean any governmental sanctions against countries, persons and entities that are imposed at any time by the US, the EU, the United Nations or any other jurisdiction, which Custodian must comply with.

14.21 Securities Depository shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market.

14.22 Subcustodian(s) shall mean each foreign bank appointed by the Custodian pursuant to Section 8 hereof, but shall not include Securities Depositories.

14.23 Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof.

15. Compensation. The Fund agrees to pay to [ ] a fee in an amount set forth in the fee letter between the Fund and [ ] as Custodian and between [ ] as TA, in effect on the date hereof or as amended from time to time, and (b) all reasonable out-of-pocket expenses incurred by [ ] for account or benefit of the Fund or its Portfolios, and payable from time to time. Amounts payable by the Fund under and pursuant to this section shall be payable by wire transfer or check to the Custodian at [ ] in New York, New York.

16. Termination. This Agreement may be terminated by either party in accordance with the provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

16.1 Term, Notice and Effect. This Agreement shall have an initial term of two (2) years from the date hereof. Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either party terminates this Agreement by written notice effective ninety (90) days or more following delivery of that notice to the other party at its address set forth hereof. Notwithstanding the foregoing provisions, either party may terminate this Agreement at any time (a) for cause, which is a material breach of the Agreement not cured within 60 days, in which case termination shall be effective upon written receipt of notice by the non-terminating party, or (b) upon thirty (30) days written notice to the other party in the event that either party is adjudged bankrupt or insolvent, or there shall be commenced against such party a case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect.

16.2 Notice and Succession. In the event a termination notice is given by a party hereto, all reasonable costs and expenses associated with any required systems, facilities, procedures, personnel, and other resourced modifications as well as the movement of records and materials and the conversion thereof shall be paid by the Fund for which Services shall cease to be performed hereunder. Furthermore, to the extent that it appears impracticable given the circumstances to effect an orderly delivery of the necessary and appropriate records of [ ] to a successor within the time specified in the notice of termination as aforesaid, [ ] and the Fund agree that this Agreement shall remain in full force and effect for such reasonable period as may be required to complete necessary arrangements with a successor.

16.3 Successor Custodian. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Fund held by the Custodian or any Subcustodian shall be delivered to the successor custodian in accordance with reasonable Instructions timely provided by the Fund. The Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Fund’s Investments in accordance with Instructions.

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16.4 Delayed Succession of Custodian. If no Instruction has been given as of the effective date of termination, Custodian may at any time on or after such termination date and upon thirty (30) consecutive calendar days written notice to the Fund either (a) deliver the Investments of the Fund or any Portfolio held hereunder to the Fund at the address designated for receipt of notices hereunder; or (b) deliver any investments held hereunder to a bank or trust company having a capitalization of $2,000,000 USD equivalent and operating under the Applicable Law of the jurisdiction where such Investments are located, such delivery to be at the risk of the Fund. In the event that Investments or moneys of the Fund remain in the custody of the Custodian or its Subcustodians after the date of termination owing to the failure of the Fund to issue Instructions with respect to their disposition or owing to the fact that such disposition could not be accomplished in accordance with such Instructions despite diligent efforts of the Custodian, the Custodian shall be entitled to compensation for its services with respect to such Investments and moneys during such period as the Custodian or its Subcustodians retain possession of such items and the provisions of this Agreement shall remain in full force and effect until disposition in accordance with this Section is accomplished.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

The undersigned acknowledges that (I/we) have received a copy of this document.

	METAURUS EQUITY COMPONENT TRUST
By:                                                                               Name: Title: Date:	By:                                                                           Name: Title: Date:

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APPENDIX A

TO

CUSTODIAN AND TRANSFER AGENT AGREEMENT

Dated as of December     , 2017

The following is a list of Portfolios for which the Custodian shall serve under this Agreement:

U.S. Equity Cumulative Dividends Fund—Series 2027

U.S. Equity Ex-Dividend Fund—Series 2027

SCHEDULE I: FUNDS TRANSFER SERVICES SCHEDULE

(“FTSS”)

In accordance with Section 4.2 of the Custodian Agreement, the Fund acknowledges the following terms and conditions in respect of all funds transfers effected by the Custodian. References to UCC 4A shall mean Article 4A of the Uniform Commercial Code as currently in effect in the State of New York. Terms not otherwise defined herein shall have the meanings accorded to them in the Custodian Agreement.

1. Transmission of Payment Orders. Each FT Instruction shall be transmitted by such secured or authenticated means and subject to such security procedures as the Custodian shall make available to the Fund from time to time (such transmission method and security procedures, a Custodian Designated Security Procedure), unless the Fund shall elect to transmit such FT Instruction in accordance with a Fund Designated Security Procedure (as defined in Section 4 below). The Fund acknowledges and agrees that the Custodian will use the security procedures referenced in Sections 3 and 4 below solely to authenticate a FT Instruction, as set forth herein, and not to detect any errors or omissions therein.

2. Custodian Designated Security Procedure. The Custodian will make the following Custodian Designated Security Procedures available to the Fund for use in communicating FT Instructions to the Custodian:

• [ ]. The Custodian offers to the Fund use of its [ ] (“[ ]”), which are Custodian proprietary on-line payment order authorization facilities with built-in authentication procedures. The Custodian and the Fund shall each be responsible for maintaining the confidentiality of passwords or other codes used by them in connection with [ ]. The Custodian will act on FT Instructions received through [ ]without duty of further confirmation unless the Fund notifies the Custodian that its password is not secure. The Fund agrees that access to, and use of, [ ]shall be governed by an Electronic and On-line Services Schedule, which the Fund will execute prior to access to [ ].

• SWIFT Transmission. The Custodian and the Fund shall comply with SWIFT’s authentication procedures. The Custodian will act on FT Instructions received via SWIFT provided the instruction is authenticated by the SWIFT system.

• Written Instructions. Instructions may be transmitted in an original writing that bears the manual signature of an Authorized Person(s).

3. Fund Designated Security Procedure. FT Instructions may be transmitted through such other means, and subject to such additional security procedures, as may be elected by the Fund (or by an Authorized Person entitled to give Instructions) and acknowledged and accepted by the Custodian (the transmission methods and security procedures referenced below, as may be supplemented by such additional security procedures, each a Fund Designated Security Procedure); it being understood that the Custodian’s acknowledgment shall authorize it to accept such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Fund.

• Computer Transmission. The Custodian is able to accept transmissions sent from the Fund’s computer facilities to the Custodian’s computer facilities. If the Fund determines to use its proprietary transmission or other electronic transmission method, it must provide Custodian sufficient notice and information to allow testing or other confirmation that FT Instructions received via the Fund Designated Security Procedure can be processed in good time and order. The Custodian may require the Fund to execute additional documentation prior to the use of such transmission method.

• Facsimile Transmission.

A FT Instruction transmitted to the Custodian by facsimile transmission must be transmitted by the Fund to a telephone number specified from time to time by the Custodian for such purposes. The Custodian will then follow one of the procedures below:

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1. If the facsimile requests a non-repetitive order, the Custodian will call the Fund and request to speak to a person authorized to validate orders on behalf of the Fund, and confirm the authorization and details of the payment order (a Callback);

2. If the facsimile FT Instruction pertains to a repetitive payment order (see Section 7 below), the Custodian may (at its sole discretion) perform a Callback. The Fund acknowledges that prior to its issuance of any repetitive payment order, it must (a) request that the appropriate repetitive payment order process be approved and set up at the Custodian, and (b) complete such documentation as may be required by the Custodian, including a PPO (as defined in Section 7).

The Custodian shall rely on the purported identity of the originator but due to the lack of reliability of a facsimile signature, it will not perform signature verification on facsimiles.

• Telephonic. The Fund may call a telephonic payment order into the Custodian at the telephone number designated from time-to-time by the Custodian for that purpose. The caller shall identify herself/himself as an Authorized Person. The Custodian shall obtain the FT Instruction details from the caller. The Custodian shall then follow one of the procedures below:

i. If the telephonic FT Instruction pertains to a non-repetitive payment order, the Custodian will perform a Callback; or

ii. If the telephonic FT Instruction pertains to a repetitive payment order (see Section 7 below), the Custodian may (at its sole discretion) perform a Callback. The Fund acknowledges that prior to its issuance of any repetitive payment order, it must (a) request that the appropriate repetitive payment order process be approved and set up at the Custodian, and (b) complete such documentation as may be required by the Custodian, including a PPO.

In electing to transmit a FT Instruction via a Fund Designated Security Procedure, the Fund (i) agrees to be bound by the transaction(s) or payment order(s) specified on said FT Instruction, whether or not authorized, and accepted by the Custodian in compliance with such Fund Designated Security Procedure, and (ii) accepts the risk associated with such Fund Designated Security Procedure and confirms it is commercially reasonable for the transmission and authentication of the FT Instruction.

The parties agree that the Fund’s transmission of a FT Instruction by means of any of the above Fund Designated Security Procedures and the Custodian’s acceptance and execution of such FT Instruction shall constitute a FT Instruction sent via a Fund Designated Security Procedure and governed by the terms of this FTSA.

4. Rejection of Payment Orders; Rescission of Designated Security Procedure. The Custodian shall give the Fund prompt notice of the Custodian’s rejection of a FT Instruction. Such notice may be given in writing, via a Custodian Designated Security Procedure or any Fund Designated Security Procedure used by the Fund, or orally by telephone, each of which is hereby deemed commercially reasonable. In the event the Custodian fails to execute a properly executable FT Instruction and fails to give the Fund notice of the Custodian’s non-execution, the Custodian shall be liable only for the Fund’s actual damages and only to the extent that such damages are recoverable under UCC 4A. The Custodian, after providing prior written notice, may decide to no longer accept a particular Fund or Custodian Designated Security Procedure, or to do so only on revised terms, in the event that it determines that such agreed or established method of transmission represents a security risk or is attendant to any general change in the Custodian’s policy regarding FT Instructions. Notwithstanding anything in this FTSA and the Agreement to the contrary, neither party shall be liable for any consequential, indirect, special or punitive damages under this FTSA, whether or not such damages relate to services covered by UCC 4A, even if advised of the possibility of such damages.

5. Cancellation of Payment Orders. The Fund may cancel a FT Instruction but the Custodian shall have no liability for the Custodian’s failure to act on a cancellation FT Instruction unless the Custodian has received such cancellation FT Instruction at a time and in a manner affording the Custodian reasonable opportunity to act prior to the Custodian’s execution of the original FT Instruction. Any cancellation FT Instruction shall be sent and confirmed by such means as is set forth in Section 3 or 4 above.

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6. Preauthorized Repetitive Payment Orders. The Fund may establish with the Custodian a process to preauthorize certain repetitive payments or transfers. The Fund will execute all documentation required by the Custodian, including a separate Preauthorized Repetitive Payment Order (PPO) form. The PPO shall be delivered to the Custodian in writing or by another Custodian Designated Security Procedure or Fund Designated Security Procedure, and will become effective after the Custodian shall have had a reasonable opportunity to act thereon (or if later, two (2) banking days after receipt by the Custodian). The PPO may take the form of either:

(i) A standing instruction in which the Fund provides in the PPO all required information for a FT Instruction (except for the transfer date and amount) on a “standing instructions” basis. The Fund may from time-to-time instruct the Custodian to make a payment under the PPO, in writing or another Custodian Designated Security Procedure or Fund Designated Security Procedure, which instruction shall reference the repetitive line number (a number assigned to it by the Custodian after execution of the PPO), details of the payment, the transfer date and the amount of the transfer; or

(ii) A recurring instruction in which the Fund supplies all required information for a FT Instruction with an instruction to process such payments with a specific frequency.

7. Responsibility for the Detection of Errors in Payment Orders; Liability of the Parties. The purpose of any Fund Designated Security Procedure or Custodian Designated Security Procedure is to confirm the authenticity of any FT Instruction and is not designed to detect errors or omissions in such FT Instructions. Therefore, the Custodian is not responsible for detecting any Fund error or omission contained in any FT Instruction received by the Custodian. In the event that the FT Instruction either (i) identifies the beneficiary by both a name and an identifying or Fund account number and the name and number identify different persons or entities, or (ii) identifies any Fund by both a name and an identifying number and the number identifies a person or entity different from the Fund identified by name, execution of the relevant payment order, payment to the beneficiary, cancellation of the payment order or actions taken by the Custodian or any Fund in respect of such payment order may be made solely on the basis of the number.

The Custodian shall not be liable for interest on the amount of any FT Instruction that was not authorized or was erroneously executed unless the Fund so notifies the Custodian within thirty (30) days following the Fund’s receipt of notice that such FT Instruction was processed. Any compensation payable in the form of interest shall be payable in accordance with UCC 4A. If a FT Instruction in the name of the Fund and accepted by the Custodian was not authorized by the Fund, the liability of the parties will be governed by the applicable provisions of UCC 4A.

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SCHEDULE II: ELECTRONIC AND ON-LINE SERVICES SCHEDULE

This Electronic and On-Line Services Schedule (this Schedule) to a Custodian Agreement dated as of December     , 2017 (as amended from time to time hereafter, the Agreement) by and between[ ] (we, us our) and Metaurus Equity Component Trust (you, your or the Fund), provides general provisions governing your use of and access to the Services (as hereinafter defined) provided to you by us via the Internet (at [ ]or such other URL as we may instruct you to use to access our products) and via a direct dial-up connection between your computer and our computers, as of December     , 2017 (the Effective Date). Use of the Services constitutes acceptance of the terms and conditions of this Schedule, any Appendices hereto, the Terms and Conditions posted on our web site, and any terms and conditions specifically governing a particular Service or our other products, which may be set forth in the Agreement or in a separate related agreement (collectively, the Related Agreements).

1. General Terms.

You will be granted access to our suite of online products, which may include, but shall not be limited to the following services via the Internet or dial-up connection (each separate service is a Service; collectively referred to as the Services):

1.1. [ ], a system for effectuating securities and fund trade instruction and execution, processing and handling instructions, and for the input and retrieval of other information;

1.2. [ ], a system for executing foreign exchange trades;

1.3. [ ], a system for receiving fund and prospectus information;

1.4. [ ], a system for placing securities trade instructions and following the status and detail of trades;

1.5. [ ], a system for receiving certain corporate action information; and,

1.6. Such other services as we shall from time to time offer.

2. Security / Passwords.

2.1. A digital certificate and/or an encryption key may be required to access certain Services. You may apply for a digital certificate and/or an encryption key by following the procedures set forth at [ ]. You also will need an identification code (ID) and password(s) (Password) to access the Services.

2.2. You agree to safeguard your digital certificate and/or encryption key, ID, and Password and not to give or make available, intentionally or otherwise, your digital certificate, ID, and/or Password to any unauthorized person. You must immediately notify us in writing if you believe that your digital certificate and/or encryption key, Password, or ID has been compromised or if you suspect unauthorized access to your account by means of the Services or otherwise, or when a person to whom a digital certificate and/or an encryption key, Password, or ID has been assigned leaves or is no longer permitted to access the Services.

2.3. We will not be responsible for any breach of security, or for any unauthorized trading or theft by any third party, caused by your failure (be it intentional, unintentional, or negligent) to maintain the confidentiality of your ID and/or Password and/or the security of your digital certificate and/or encryption key.

3. Instructions.

3.1. Proper instructions under this Schedule shall be provided as designated in the Related Agreements (Instructions).

3.2. The following additional provisions apply to Instructions provided via the Services:

a. Instructions sent by electronic mail will not be accepted or acted upon.

b. You authorize us to act upon Instructions received through the Services utilizing your digital certificate, ID, and/or Password as though they were duly authorized written instructions, without any duty of verification or inquiry on our part, and agree to hold us harmless for any losses you experience as a result.

c. From time to time, the temporary unavailability of third party telecommunications or computer systems required by the Services may result in a delay in processing Instructions. In such an event, we shall not be liable to you or any third party for any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind (including without limitation, reasonable attorneys’, accountants’, consultants’, or experts’ fees and disbursements) that you experience due to such a delay.

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4. Electronic Documents.

We may make periodic statements, disclosures, notices, and other documents available to you electronically, and, subject to any delivery and receipt verification procedures required by law, you agree to receive such documents electronically and to check the statements for accuracy. If you believe any such statement contains incorrect information, you must follow the procedures set forth in the Related Agreement(s).

5. Malicious Code.

You understand and agree that you will be responsible for the introduction (by you, your employees, agents, or representatives) into the Services, whether intentional or unintentional, of (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Services themselves; or (ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Services or the system containing the software code for the Services (Malicious Code). You agree to take all actions and precautions reasonably necessary to prevent the introduction and proliferation of any Malicious Code into those systems that interact with the Services.

6. Indemnification.

For avoidance of doubt, you and we hereby agree that the provisions in any related agreement(s) entered into pursuant to Section 1 hereof, related to your indemnification of us and any limitations on our liability and responsibilities to you, shall be applicable to this Agreement, and are hereby expressly incorporated herein. You agree that the Services are comprised of telecommunications and computer systems, and that it is possible that Instructions, information, transactions, or account reports might be added to, changed, or omitted by electronic or programming malfunction, unauthorized access, or other failure of the systems which comprise the Services, despite the security features that have been designed into the Services. You agree that we will not be liable for any action taken or not taken in complying with the terms of this Schedule, except as provided by Section 9 of the Agreement. The provisions of this paragraph shall survive the termination of this Schedule and the related agreements.

7. Payment.

You may be charged for services hereunder as set forth in a fee schedule from time to time agreed by us.

8. Term/Termination.

8.1. This Schedule is effective as of the date you sign it or first use the Services, whichever is first, and continues in effect until such time as either you or we terminate the Schedule in accordance with this Section 8 and/or until your off-line use of the Services is terminated.

8.2. We may terminate your access to the Services at any time, for any reason, with five (5) business days prior notice; provided that we may terminate your access to the Services with no prior notice (i) if your account with us is closed, (ii) if you fail to comply with any of the terms of this Agreement, (iii) if we believe that your continued access to the Services poses a security risk, or (iv) if we believe that you are violating or have violated applicable laws, and we will not be liable for any loss you may experience as a result of such termination. You may terminate your access to the Services at any time by giving us ten (10) business days notice. Upon termination, we will cancel all your Passwords and IDs and any in-process or pending Instructions effective after the termination date will be carried out or cancelled, at our sole discretion.

9. Miscellaneous.

9.1. Notices. All notices, requests, and demands (other than routine operational communications, such as Instructions) shall be in such form and effect as provided in the Related Agreement(s).

9.2. Inconsistent Provisions. Each Service may be governed by separate terms and conditions in addition to this Schedule and the Related Agreement(s). Except where specifically provided to the contrary in this Schedule, in the event that such separate terms and conditions conflict with this Schedule and the Related Agreement(s), the provisions of this Schedule shall prevail to the extent this Schedule applies to the transaction in question.

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9.3. Binding Effect; Assignment; Severability. This Schedule shall be binding on you, your employees, officers and agents. We may assign or delegate our rights and duties under this Schedule at any time without notice to you. Your rights under this Schedule may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with applicable law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

9.4. Choice of Law; Jury Trial. This Schedule shall be governed by and construed, and the legal relations between the parties shall be determined, in accordance with the laws of the State of New York , without giving effect to the principles of conflicts of laws. Each party agrees to waive its right to trial by jury in any action or proceeding based upon or related to this Agreement. The parties agree that all actions and proceedings based upon or relating to this Schedule shall be litigated exclusively in the federal and state courts located within New York City, New York.

The undersigned acknowledges that (I/we) have received a copy of this document.

Metaurus Equity Component Trust (“you”)

By:

Title:

Date:

7

SCHEDULE III: TRANSFER AGENT SERVICES SCHEDULE

[ ] shall perform the following transfer agency services for the Fund and, where applicable, the Fund’s Portfolios. As used herein, the term Fund incorporates and includes the term Portfolio:

I. Issuance and Redemption of Unit Baskets.

8

It is agreed and understood that the Fund, and TA on the Fund’s behalf, shall issue and redeem Share Baskets of the Fund in blocks of 50,000 shares (or such other amount as the Fund may determine from time to time) (“Shares”) (“Creation Baskets” and “Redemption Baskets,” respectively, and generically, “Baskets”) to and from such persons as are identified by the Fund as “Authorized Participants.”

A. Pursuant to such purchase orders that [ ] as the Index Receipt Agent shall receive from SEI Distribution Services (“Distributor”) and pursuant to the procedures set forth in the Authorized Participant Agreement entered into by the Fund, TA shall transfer appropriate trade instructions to the Custodian and pursuant to such orders register the appropriate number of book entry only Shares in the name of The Depository Trust Company (“DTC”) or its nominee as a unitholder (each an Authorized Participant) of the Fund and deliver the Basket.

B. Pursuant to such redemption orders that Index Receipt Agent shall receive from the Distributor, pursuant to the procedures set forth in the Authorized Participant Agreement entered into by the Fund, TA shall transfer appropriate trade instructions to the Custodian and, pursuant to such orders, redeem the appropriate number of Shares that are delivered to the designated DTC Participant Account of the Custodian for redemption and debit such Shares from the account of the Authorized Participant on the register of the Fund.

C. On behalf of the Fund, TA shall issue Creation Baskets for settlement with purchasers through DTC as the purchaser is authorized to receive. Beneficial ownership of Shares shall be shown on the records of DTC and DTC Participants and not on any records maintained by TA. In issuing Shares through DTC to an Authorized Participant, TA shall be entitled to rely upon the latest Instructions that are received from the Distributor by TA as Index Receipt Agent concerning the issuance and delivery of such Shares for settlement.

D. TA shall not issue on behalf of the Fund any Shares where it has received an Instruction from the Fund or the Distributor or written notification from any federal or state authority that the sale of the Shares has been suspended or discontinued, and TA shall be entitled to rely upon such Instructions or written notification.

E. Upon the issuance of Shares as provided herein, TA shall not be responsible for the payment of any original issue or other taxes, if any, required to be paid by the Fund or the Distributor in connection with such issuance.

F. Shares may be redeemed in accordance with the procedures set forth in the relevant Authorized Participant Agreement and TA shall duly process all redemption requests.

G. TA will act only upon Instruction from the Fund and/or the Distributor in addressing any failure in the delivery of cash, securities and/or Shares in connection with the issuance and redemption of Shares.

II. Recordkeeping.

A. In satisfying its obligations under the Agreement, TA shall record the issuance of Creation Baskets and maintain, pursuant to Rule 17Ad 14(e) under the Securities Exchange Act of 1934, as amended, a record of the total number of Creation Baskets that are authorized, issued and outstanding based upon data provided to TA by the Fund or the Distributor. TA shall also provide the Fund on a regular basis with the total number of Shares authorized, issued and outstanding; provided however that TA shall not be responsible for monitoring the issuance of such Shares or compliance with any laws relating to the validity of the issuance or the legality of the sale of such Shares.

III. Services Related to the Monitoring of Cash Collateral.

(a) Monitor the collateralization levels as set forth in Authorized Participant Agreements in connection with cash collateral posted by Authorized Participants in connection with Creation Basket activity.

9

(b) Mark to market daily the value of such cash collateral using a pricing source from the Fund’s accounting agent or any other source on which the TA reasonably relies.

(c) Monitor collateral levels daily and communicate calls for additional collateral to the Authorized Participants as necessary based upon daily collateral requirement calculations using ratios set forth in Participant Agreements.

US MONEY MARKET FUND INVESTMENTS SCHEDULE TO CUSTODIAN AGREEMENT

TERMS & CONDITIONS

FOR PROCESSING ORDERS IN U.S. MONEY MARKET FUNDS (“US MMF T&C”)

This US MMF T&C supplements the Custodian Agreement between Metaurus Equity Component Trust (“Client”) and [ ] (“[ ]”) dated as of December     , 2017, as amended from time to time (the “Custodian Agreement”), and provides terms and conditions related to Instructions to [ ] thereunder to process orders in and custody shares of U.S. registered investment companies that hold themselves out as money market funds (“MMFs”), if any. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Custodian Agreement.

US MMFs are subject to various requirements under Rule 2a-7 under the Investment Company Act of 1940 (the “1940 Act”), as adopted by the Securities and Exchange Commission on July 23, 2014 (as further amended from time-to-time, “Rule 2a-7”).

The MMFs will disclose in their prospectus and statement of additional information, as amended from time to time, that the MMFs are subject to certain limitations and restrictions pursuant to amendments to Rule 2a-7, including provisions relating to the calculation of net asset values (“NAVs”), imposition of liquidity fees on redemptions (“liquidity fees”) or the temporary suspension of redemptions (a “redemption gate”), and shareholder eligibility requirements.

If Client provides [ ] with an Instruction to process orders for transactions in MMFs and/or requires [ ] to service shares of MMFs, Client shall assist and cooperate with [ ], the MMFs and the MMFs’ agents to comply with Rule 2a-7. Without limitation on the foregoing, fund order processing and custody of shares of MMFs are subject to the following additional terms and conditions.

1) Orders in MMFs.

a) Any Instruction by the Client to purchase any MMF shall be based on the gross dollar amount of the value of shares to be purchased.

b) Any Instruction by the Client for subscriptions, exchanges or redemption orders in any MMF shall be made gross and shall not net any subscription, exchange or redemption orders in any MMF, including any orders originating from underlying customers of the Client, if any.

2) Liquidity Fees and Gates.

a) Client (and not [ ]) will be responsible for reviewing any disclosure on a MMF website providing notice to shareholders and prospective shareholders of liquidity of the MMF and when liquidity fees or redemption gates are imposed or lifted and Client agrees that [ ] is not responsible for notifying the Client of the imposition by an MMF of any such event or re-confirming the Client’s intent to transact in a MMF when a liquidity fee or redemption gate is in effect.

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b) If a liquidity fee is implemented by a MMF, [ ] will not be directly responsible for calculating or withholding the liquidity fee, but will apply any liquidity fee calculated and withheld by the MMF from any order as notified by the MMF or Distributor to [ ].

c) If a redemption gate is implemented by a MMF, Client acknowledges and agrees that any redemption or exchange orders in the MMF made by Client while the redemption gate is in effect may be rejected by the MMF, and that [ ] is responsible for rejecting only those orders that [ ] has been notified have been rejected by the MMF or its agents. Client shall endeavor not to instruct [ ] to place an order for a redemption in a MMF when a redemption gate is in effect for such MMF.

3) Retail MMFs.

[ ] does not support and is not responsible for the order processing, purchase, exchange, redemption, settlement, custody or other servicing of shares of Retail MMFs (as defined in Rule 2a-7(a)(25)). Client shall establish policies, procedures and internal controls reasonably designed to ensure that it does not, and shall not, submit any request or other instruction to [ ] to purchase or exchange shares of a Retail MMF.

4) No Agency.

With respect to orders in a MMF:

a) [ ] generally elects not serve as the MMF’s dealer, agent, or designee for purposes of Rule 22c-1 under the 1940 Act in connection with the receipt of orders;

b) Accordingly, the MMF will apply a NAV calculation based on the time that the MMF accepts the order in good form from [ ], and not the time the Client instructs [ ] to process the order; and

c) Neither [ ] nor the MMF or its distributor is responsible for any losses arising from orders accepted by [ ] before, but received and accepted by the MMF after, a NAV calculation time, or imposition of a liquidity fee or redemption gate.

Any order for shares in a MMF placed and held in custody by [ ] will be made in reliance upon the terms hereof.

*** *** ***

11

EX-10.4

Exhibit 10.4

Form of Commodity Futures Account

Documents

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

OR ESTABLISHING A NEW CUSTOMER RELATIONSHIP

To help the U.S. Government prevent the funding of terrorism and money laundering activities, federal law requires all U.S. financial institutions to obtain, verify, and record information that identifies each customer that opens an account.

What this means: When entering into a new customer relationship with [ ], the firm will ask for your name, address, date of birth (as applicable), and other identification information. This information will be used to verify your identity. As appropriate, the firm may, in its discretion, ask for additional documentation or information. If all required documentation or information is not provided, [ ] may be unable to open an account or establish a relationship with you.

We wish to inform you of your responsibilities under the Unlawful Internet Gambling Enforcement Act (“the Act”), which became effective June 1, 2010. Under the Act, neither you nor any other person who has an ownership interest in or authority over your account may use it to process or facilitate payments for restricted internet gambling transactions.

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COMMODITY FUTURES ACCOUNT APPLICATION

Please complete all of the following information

(attach continuation pages if necessary)

All Fields Mandatory

I. Customer Name/Mailing Address for all Notices and Statements

Legal Name of the beneficial owner of the Account (hereinafter, the “Customer”): Each Fund set forth on Schedule A (which may be amended from time to time) attached hereto, in their individual capacity

Customer’s Legal Address (address of organization):                                                                                                                            

Telephone:   (         )                                                                             Facsimile: (        )                                                                     

Email address to which written notice may be sent:                                                                                                                              

Principal Business of Customer:                                                                                                                                                            

Organized Under the Laws of (country of organization): See Schedule A                                                                                          

U.S. Soc. Sec./Tax ID No.: See Schedule A                                                                                                                                           

Non-U.S. Government Issued ID No. and Type of ID: See Schedule A                                                                                              

Name of Trustee (if organized as a Trust):                                                                                                                                          

Recipient and Mailing Address for Duplicate Statements: (If additional space is needed, please attach a separate page)                 

II. Financial Statement

Enclose copy of most recent audited/unaudited financial statement (required for credit review)

Prime Brokerage Account number (if Prime Brokered with [ ]).                                                                                                           

III. Customer Designation (check all that apply, at least one item must be checked) (See Schedule A)

☐ Bank	☐ Partnership
☐ Commodity Pool	☐ Insurance Company	☐ State or Municipal Pension Plan
☐ Corporation	☐ LLC	☐ Trust
☐ Endowment	☐ LLP	☐ Other:
☐ ERISA	☐ Mutual Fund

IV. Evidence of Authorization

Please provide a copy of the following applicable document showing Customer’s authority to trade futures:

Corporation	-	Corporate Resolution
LLC	-	Operating Agreement
LLP	-	Partnership Agreement
Partnership	-	Partnership Agreement
Trust	-	Trust Agreement
Mutual Fund	-	Prospectus and SAI

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Commodity Pool, ERISA, Bank, Insurance Company and other account types please contact [    ] regarding required documentation.

V. Advisor

Name of person or entity that will control trading in the Account (hereinafter, the “Advisor”)

Or

☐ Not Applicable (Customer will control trading in the Account)

Advisor’s U.S. Soc. Sec./Tax ID Number                                                                                                                                            

Non-U.S. government issued ID Number:                                                                                                                                            

Advisor’s Mailing Address:                                                                                                                                                                  

Email address to which written notice may be sent:                                                                                                                            

Customer must execute the Discretionary Trading Authorization (or provide signed authorization designating the Advisor as its agent and attorney-in-fact for purposes of all transactions in the Account) and Advisor must fill out Section VIII of this Application and execute the Representations of Advisor below.

VI. Account Designation (Check one) (See Schedule A)

xx☐ Speculative. Orders placed by Customer for the Account will normally represent speculative transactions.

☐ Hedge (excluded commodities). Orders placed by Customer for transactions in excluded commodities (as defined in Section 1a(19) of the Commodity Exchange Act) for the Account will normally represent bona fide hedging transactions as defined in CFTC Rule 1.3(z). If orders placed for the Account normally represent hedging transactions, please complete Section 10(t) of the Commodity Futures Customer Agreement. Failure to choose one of the above will designate the Account as Speculative.

☐ Hedge (exempt and agricultural commodities). Orders placed by Customer for transactions in exempt commodities (as defined in Section 1a(20) of the Commodity Exchange Act) and agricultural commodities (as defined in CFTC Rule 1.3(zz)) for the Account will normally represent bona fide hedging transactions or positions as defined in CFTC Rule 151.5. If orders placed for the Account normally represent hedging transactions, please complete Section 10(t) of the Commodity Futures Customer Agreement. Failure to choose one of the above will designate the Account as Speculative.

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VII. Advisor’s Representations. To be filled out by Advisor

(a) Advisor is registered as a commodity trading advisor (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and a member of the National Futures Association (“NFA”) (check one):

☐ Yes                             XX☐ No

(b) Advisor is registered as a commodity pool operator (“CPO”) with the CFTC and a member of the NFA (check one):

XX☐ Yes                             ☐ No

(c) Advisor is exempt or excluded from the obligation to register as a CTA or CPO with the CFTC and, if required, has filed the appropriate notice of exemption from registration with the NFA (check one):

☐ Yes                             ☐ No

(d) Advisor’s NFA ID number is:                                         . If Advisor does not have an NFA ID please see section VII(g) hereof.

(e) If the Advisor is an exempt CPO that has filed a notice of exemption with the NFA, Advisor has listed the following commodity pools under its registration or exempt notice filing:

(f) The Customer is among the commodity pools listed above as Pool Exemptions under its NFA registration or exemption, as applicable (check one):

☐ Yes                         ☐ No

(g) Please answer the following only if Advisor is not registered with the CFTC as a CTA or CPO and has not filed a notice of exemption from the requirement to register as a CTA or CPO. Advisor is neither required to register as a CPO or CTA nor obligated to file a notice of exemption from registration.

☐ Yes

If the Advisor has responded affirmatively to the foregoing representation (g), the following explanation sets forth the reasons why Advisor is neither required to register nor obligated to file a notice of exemption:

VIII. Individual customers please complete the Commodity Futures Account Application—Individual Customer Application Annex included with these documents.

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IX. Information to be used by [    ] to prepare CFTC Form 102

(a) Please identify the legal entity that owns the Account and provide the following information concerning that entity or person:

Name: See Schedule B

Legal Entity Identifier (if any):                                                                                                                                

Business Address:                                                                                                                                                    

Business Telephone:                                                                                                                                                

Email Address:                                                                                                                                                        

Contact Name:                                                                                                                                                        

Contact Job Title:                                                                                                                                        

Contact Relationship to Owner of Account:                                                                                               

Contact Direct Phone Number:                                                                                                                   

Contact Email Address:                                                                                                                                

Website (if any):                                                                                                                                                        

NFA ID (if any):                                                                                                                                                        

(b) Please identify the legal entity that controls trading day-to-day in the Account and provide the following information concerning that entity or person:

Check here if the legal entity that controls trading day-to-day in the Account is the same as the legal entity that owns the Account and if so, please proceed to (c).

☐

Name: See Schedule B

Legal Entity Identifier (if any):                                                                                                                                

Address:                                                                                                                                                                    

Telephone:                                                                                                                                                                

Email Address:                                                                                                                                                        

Contact Name:                                                                                                                                                        

Contact Job Title:                                                                                                                                        

Contact Relationship to Controller of Account:                                                                                       

Contact Direct Phone Number:                                                                                                                 

Contact Email Address:                                                                                                                             

Website (if any):                                                                                                                                                    

NFA ID (if any):                                                                                                                                                    

(c) Please identify the natural person (or persons) who actually directs trading in the Account, and please furnish the following information for such person (or persons):

Name: See Schedule B

Address:                                                                                                                                                                

Phone:                                                                                                                                                                    

NFA ID (if any):                                                                                                                                                    

Name of Employer:                                                                                                                                                

Employer NFA ID (if any):                                                                                                                                    

Employer Legal Entity Identifier (if any):                                                                                                           

Job Title:                                                                                                                                                                

Relationship to Owner of the Account:                                                                                                               

Email Address:                                                                                                                                                    

- 6 -

** PLEASE COMPLETE ONLY IF YOU HAVE ENGAGED AN **

ADVISOR TO DIRECT YOUR ACCOUNT

DISCRETIONARY TRADING AUTHORIZATION

The undersigned Customer hereby authorizes Metaurus Advisors LLC (the Advisor”) as its agent and attorney-in-fact to purchase, sell and trade in commodity futures contracts, options thereon, foreign futures and options thereon and interests therein (in each case, as defined under Applicable Law), and including, without limitation, exchange-for-physical, exchange-for-swap, exchange-for-risk, exchange-for-options or exchange-for-related-positions transactions, block trades, OTC derivative instruments, including cleared OTC derivatives and cleared swaps, approved under Applicable Law for trading or clearing on a designated contract market, derivatives clearing organization, exempt commercial market or foreign board of trade or foreign clearing organization and to the extent not governed by any other agreement between the parties, commodities delivered as a result of the settlement of any of the foregoing, in accordance with [ ]’s (“[ ]”) terms and conditions for Customer’s account and risk and in Customer’s name or number on [ ]’s books. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the accompanying Commodity Futures Customer Agreement.

This authorization is in addition to (and in no way limits or restricts) any rights which [ ] may have under the [ ] Commodity Futures Customer Agreement executed by Customer and any other agreement or agreements between [ ] and Customer.

This authorization may be terminated by Customer at any time as of the actual receipt by [ ] of written notice of termination. Termination of this authorization shall not affect any liability in any way resulting from transactions initiated prior to such termination. This authorization shall inure to [ ]’s benefit and that of [ ]’s successors and assigns.

Each Fund set forth on Schedule A

(which may be amended from time to time)

attached hereto, in their individual capacity

(Name of Customer - Please Print)
(Signature)	(Date)
(Name & Title - Please Print)

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REPRESENTATIONS OF METAURUS ADVISORS LLC

The undersigned acknowledges that it has been designated as Customer’s agent and attorney-in-fact pursuant to the Discretionary Trading Authorization executed herewith. Capitalized terms used herein and not otherwise defined shall have the meanings set forth under the Commodity Futures Customer Agreement (the “Agreement”) executed herewith. In this regard, Metaurus Advisors LLC (“Metaurus”) hereby represents and warrants to [ ], which representations and warranties shall be deemed repeated on each day that a transaction in Contracts is open in the Account, as follows: (a) Metaurus is appropriately registered as a commodity pool operator with the CFTC and a member of the National Futures Association or exempt; and (b) if and to the extent required, Metaurus has provided and will continue to provide Customer with an explanation of the nature and risks of transactions to be executed for Customer’s Account under this Agreement; and (c) if required, Metaurus has provided Customer with a copy of its most recent CFTC Disclosure Document, or has provided Customer with a written explanation of the reason why it is not required to deliver a Disclosure Document to Customer. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the accompanying Commodity Futures Customer Agreement.

METAURUS ADVISORS LLC, BY ITS MANAGING MEMBER,

METAURUS LLC

By:                                                                                                                             

Title:                                                                                                                         

Date:                                                                                                                         

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COMMODITY FUTURES CUSTOMER AGREEMENT

This Commodity Futures Customer Agreement, dated            , (“Agreement”) between [    ] (“[    ]”) and each fund named on Annex A hereto, severally and not jointly, each (“Customer”), acting by and through Metaurus Advisors LLC designated by Customer to control trading in the Account (as defined below) (“Metaurus”), with Metaurus acting hereunder solely as agent for such Customer and not in a principal capacity, shall govern the purchase and sale by [    ] of commodity futures contracts, options thereon, foreign futures and options thereon and interests therein (in each case, as defined under Applicable Law, as defined below), and including, without limitation, exchange-for-physical, exchange-for-swap, exchange-for-risk, exchange-for-options or exchange-for-related-positions transactions (“EFRP transactions”, which shall be entered into by Customer in connection with creations and redemptions of interests in Customer), block trades, over-the-counter (“OTC”) derivative instruments, including cleared OTC derivatives and cleared swaps, approved under Applicable Law for trading or clearing on a designated contract market, swaps execution facility, derivatives clearing organization, exempt commercial market or foreign board of trade or foreign clearing organization and to the extent not governed by any other agreement between the parties, commodities delivered as a result of the settlement of any of the foregoing (collectively, “Contracts”) for the account and risk of Customer through one or more accounts, including reactivated and duplicate accounts, carried by [    ] or its affiliates on behalf and in the name of Customer (collectively, the “Account”). All transactions in Contracts hereunder are part of and constitute a single agreement between the parties. This Agreement shall be deemed to be a separate agreement between [    ] and each Customer, and no Customer shall be liable for the obligations of any other Customer.

1. Applicable Law. The Account and all Contracts, transactions and agreements in respect of the Account shall be subject to the Commodity Exchange Act (“CEA”) and the rules, regulations, rulings, advisories, no-action letters and interpretations of the Commodity Futures Trading Commission (“CFTC”), the rules and by-laws of the National Futures Association (“NFA”), the rules and regulations and interpretations of any exchange, board of trade, contract market or clearing organization, other applicable U.S. federal and state law, as well as such local, non-U.S. law as may at any time be applicable to Customer, in force as of the date hereof and as amended from time to time hereafter, where any transaction in the Account is executed or cleared by [    ] or [    ]’s designated agents hereunder. All such laws, rules, regulations, rulings, advisories, interpretations and by-laws, as in effect from time to time, are hereinafter collectively referred to as “Applicable Law.”

2. Customer’s and Advisor’s Representations and Warranties. At the time of entering into this Agreement and again upon the entry into any Contracts or transactions under this Agreement, Customer, or, as applicable, Metaurus, represents, warrants and covenants that (a) if Metaurus controls Customer’s transactions in the Account, Metaurus is duly authorized and empowered by Customer to enter into and perform Customer’s obligations hereunder on behalf of Customer; (b) if Customer is trading in the Account on its own behalf, Customer is duly authorized and empowered to enter into all obligations of Customer hereunder and all Contracts or transactions entered into pursuant to this Agreement, (c) if Metaurus controls Customer’s transactions in the Account and is executing this Agreement on Customer’s behalf, Customer has full right, power and authority to enter into this Agreement and into Contracts or transactions entered into pursuant to this Agreement and to do so through Metaurus’s agency (and all actions required to be taken by Customer and/or each of its agents to authorize the same and all other acts, conditions, and things required to be done, fulfilled or performed by it or them in relation thereto, have been done, fulfilled or performed) and Metaurus is authorized to execute this Agreement on behalf of Customer; (d) if Customer is executing this Agreement on its own behalf, Customer has full right, power and authority to enter into this Agreement and into Contracts or transactions entered into pursuant to this Agreement; (e) if Customer is a trustee entering into this Agreement on behalf of a trust, this Agreement is being entered into by such trustee in its capacity as trustee of such trust; (f) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms; (g) Customer may lawfully establish and open the Account for the purpose of effecting purchases and sales of Contracts through [    ]; (h) performance of this Agreement and of transactions entered into pursuant to this Agreement will not violate any Applicable Law to which Customer is subject or any agreement to which Customer is subject or a party; (i) performance of this Agreement and of transactions entered into pursuant to this Agreement will comply with Customer’s Constitutive Documents (as defined below); (j) all of Customer’s (and, as applicable, Metaurus’s) information in the accompanying Account Application (which Application and the information contained therein is hereby incorporated into this Agreement) is true and correct in all material respects and Customer, or as applicable, Metaurus, shall promptly notify [    ] of any material change in such information; (k) as of the date of the Agreement, Customer is solvent and its entering into Contracts or transactions under this Agreement will not cause it to become insolvent; (l) if Customer is

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domiciled or resident in any Province of Canada, Customer is a company or person, other than an individual, that is an “accredited investor” as defined in section 1.1 of National Instrument 45-106 — Prospectus and Registration Exemptions and a “permitted client” as defined in section 1.1 of National Instrument 31-103 – Registration Requirements and Exemptions; (m) if Customer is domiciled or resident in the Province of Québec, Canada, Customer is an “accredited counterparty” under Section 3 of the Québec Derivatives Act; (n) Customer is an “eligible contract participant” as defined under Section 1a(18) of the CEA; (o) if Customer enters into any OTC agricultural swap transaction for the purpose of clearing such transaction in the Account, Customer is and will remain during the term of any such transaction an eligible swap participant within the meaning of Rule 35.1(b)(2) of the rules of the CFTC (“CFTC Rules”); (p) if Customer is domiciled or resident in the Republic of Singapore, Customer is an institutional investor, accredited investor or an expert investor, each as defined in the Securities and Futures Act of Singapore (Cap 289); (q) if Metaurus controls Customer’s transactions in the Account, Metaurus is an “eligible account manager” within the meaning of CFTC Rule 1.35(b)(5) and, to the extent that Metaurus at any time allocates bunched orders post-execution to the Account in accordance with the provisions of CFTC Rule 1.35(b)(5), such allocations are “fair and equitable” within the meaning of CFTC Rule 1.35(b)(5); [except as disclosed to [    ] in writing, Customer represents (which representations will be deemed to be repeated by it at all times until termination of this Agreement) that it is not (i) an employee benefit plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title I of ERISA (an “ERISA Plan”) or a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or subject to any other statute, regulation, procedure or restriction that is materially similar to Section 406 of ERISA or Section 4975 of the Code (each a “Plan”, together with ERISA Plan, “Plans”), (ii) a person any of the assets of whom constitute assets of a Plan, or (iii) in connection with any Contract under this Agreement, a person acting on behalf of a Plan, or using the assets of a Plan, except, in all cases, in the event that an exemption is available so that no transaction hereunder would constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. Customer agrees to provide notice to [ ] in the event that it is aware that it is in breach of any aspect of any of the foregoing representations or is aware that with the passing of time, giving of notice or expiry of any applicable grace period, it will breach any of the foregoing representations. For the purposes of this Section 2 of the Agreement, “Constitutive Documents” means: any (i) incorporating documents, including any articles of incorporation or unanimous shareholders’ agreement, (ii) partnership agreement, (iii) trust deed, agreement or declaration, (iv) by-laws, (v) plan documents, including any statement of investment policies and procedures, in the case of an employee benefit plan, pension plan or master trust in which the assets of a pension plan are invested, and (vi) prospectus or offering memorandum and annual information form, all as applicable, and as amended, replaced, or supplemented from time to time, together with any attachments, schedules, exhibits and documents incorporated by reference.

3. Payment Obligations Of Customer. Customer shall pay [    ] upon demand (a) all brokerage charges, give-up fees, commissions and service fees as [    ] and Customer may from time to time agree (which may be memorialized in a written schedule of exchange commissions and fees, which written schedule is hereby incorporated by reference); (b) all exchange, clearing house, NFA or other regulatory fees or charges; (c) the amount necessary to hold [    ] harmless against all taxes, including interest, penalties and additions thereto (“Taxes”), and all contractual and other liabilities in respect of Taxes, arising in connection with the Account or Customer’s transactions hereunder including, for the avoidance of doubt, (i) any liability [    ] may have to a clearing house in respect of Taxes or to a taxing authority in respect of a payment to or from a clearing house and (ii) Taxes imposed on a payment made pursuant to this Section 3(c); (d) any debit balance or deficiency in the Account, including margin obligations in respect of the Account arising under Section 6(e) hereof; (e) interest on any debit balances or deficiencies in the Account and on any monies advanced to or on behalf of Customer, at rates agreed between the parties (which may be memorialized in a written interest schedule, which written schedule is hereby incorporated by reference); and (f) any other amounts owed by Customer to [    ] with respect to the Account or any transactions therein.

Customer agrees to compensate for, and hold [    ] and its affiliates, officers, employees, successors, assigns and agents harmless against any and all loss, liability, cost, damages, penalties, or Taxes (each a “Loss” and collectively “Losses”) arising out of or relating to Customer’s Account or any transaction therein, except for actions taken or omitted to be taken by [    ] that breach [    ]’s obligations under this Agreement or constitute negligence, gross negligence, fraud or willful misconduct. [    ]’s rights and protections under this paragraph shall survive the termination of any transaction in Contracts or this Agreement.

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4. Customer’s Events Of Default; [    ]’s Remedies.

(a) Events of Default. As used herein, any of the following is an “Event of Default”:

(i) the commencement of a proceeding under any bankruptcy, insolvency, arrangement or reorganization regime existing under Applicable Law or the institution of any other relief under applicable bankruptcy or insolvency law or other similar law affecting creditors’ rights; the filing or presentation of a petition for the appointment of a receiver by or against Customer or for the Customer’s winding up or liquidation; an assignment, arrangement or composition made by Customer with or for the benefit of creditors; Customer becomes insolvent or is unable to pay its debts as and when they mature or fails or makes an admission in writing that it is insolvent or is unable to pay its debts when they mature; or the suspension by Customer of its usual business or any material portion thereof, provided that a proceeding seeking a judgment of insolvency or bankruptcy against Customer that is instituted by a person other than Customer or an affiliate of Customer or a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over the Customer shall constitute an Event of Default hereunder only if, and at such time as, such proceeding results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or is not dismissed within 30 calendar days of being instituted;

(ii) the issuance of any warrant or order of attachment against the Account or the levy of a judgment against the Account that this not not dismissed within 30 calendar days of being instituted;

(iii) Customer (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (c) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, supervisor or similar official for it or for all or substantially all of its assets; (d) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (e) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i), (ii) or (iii) above or (f) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts;

(iv) if Customer is an ERISA Plan or other pension fund (or administrator or trustee of such a plan, fund or master trust in which the fund assets are invested), (A) any step is taken by Customer, any governmental authority or body or regulator, or other person to terminate, wind-up or liquidate Customer, the fund or the plan, in whole or in part; (B) any event or condition occurs or exists that would entitle any court or regulator to require the termination, wind-up or liquidation of Customer, the fund or the plan, in whole or in part, or the termination or close-out of any Contract; (C) Customer is unable to pay benefits under the relevant employment or pension benefit plan when due; (D) Customer or any other person does anything or takes any action or step to merge, consolidate or combine the fund with any other pension fund or its assets, whereby assets are transferred from the fund or are to become available for the payment of any liabilities of the other fund without the consent of [    ];

(v) if Customer is a trust or investment fund, (A) any step is taken by Customer, any governmental authority or body or regulator, or other person to terminate, wind-up or liquidate Customer or the fund; (B) any event or condition occurs or exists that would entitle any court or regulator to require the termination, wind-up or liquidation of Customer or the fund or to issue a cease trade

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order in respect of Customer, in whole or in part, or the termination or close-out of any Contract; (C) Customer or any other person does anything or takes any action or step to merge, consolidate or combine the fund with any other fund or its assets, whereby assets are transferred from the fund or are to become available for the payment of any liabilities of the other fund without the consent of [    ]; or (D) the liabilities of the trust or investment fund exceed its realizable assets;

(vi) if Customer is an insurance company, Customer (i) is subject to a corrective order or other order or directive, or has received a notice of regulatory or administrative action, relating to its financial condition, (ii) enters into an agreement with insurance regulatory officials or other authorities of any state or jurisdiction which requires Customer to take, or refrain from taking, any action or which otherwise affects Customer’s authority to do business in any state or ability to perform its obligations under this Agreement, (iii) is placed into receivership, including conservation, rehabilitation, supervision, liquidation or any similar proceeding, or (iv) is the subject of any proceeding or action by or on behalf of, an insurance regulatory authority or similar person or entity that could result in the suspension, non-renewal or revocation of Customer’s license or authority to transact business in any state or jurisdiction in which it does business;

(vii) Customer is in default, or an event of default exists, with respect to any material obligation or liability (including the failure to make a payment on demand or to satisfy margin requirements) arising under any contract or agreement between [    ], or any affiliate of [    ], and Customer and Customer does not cure such default or event of default within one Business Day of notice thereof except in the event that such default or event of default is due solely to the occurrence of a force majeure event that is outside the control of Customer, including without limitation, any extreme weather event, such as a hurricane, an earthquake, a blizzard, or a tornado; a fire; a flood; a blackout or failure of communications or money transfer systems; an outbreak of hostilities or a terrorist event; or a labor strike, in which case Customer shall not be required to cure such default until such force majeure event has abated;

(viii) the failure by Customer to deposit or maintain margin or to pay required premiums in accordance with Section 6(e) hereof, or otherwise to make payments required by Section 3 hereof which is not cured by Customer promptly after receipt of notice of such failure by [    ];

(ix) the Collateral (as defined below) deposited in the Account is determined by [    ] to be inadequate to secure the Account and Customer does not cure such inadequacy within one Business Day of receipt of notice from [ ] of the inadequacy, provided that such Collateral shall not be deemed to be inadequate so long as it is in the form of cash or U.S. treasury securities and posted in an amount equal to at least 125% of the regulatorily required minimum amount;

(x) Customer breaches applicable position limits and fails promptly to remedy any such breach within a commercially reasonable time (no later than two Business Days) after learning of such breach;

(xi) Customer is suspended from membership of, or participation in, any exchange, clearing house or self-regulatory organization, or suspended from dealings in Contracts by any government agency or self-regulatory organization, or by act of any judicial authority;

(xii) any material representation or warranty or covenant made by Customer or Advisor to [    ] is or becomes untrue or inaccurate and is not cured within two Business Days after receipt of notice thereof from [    ]; and

(xiii) the failure by Customer to perform, in any material respect, its other obligations hereunder which is not cured within two Business Days after receipt of notice thereof from [    ].

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If an Event of Default specified in clauses (i) through (vi) of the foregoing occurs then, subject to Applicable Law, all Contracts shall be deemed, as the context requires, cancelled, closed, liquidated, settled or terminated automatically on the date immediately preceding the date on which (i) the first steps or proceedings are initiated, (ii) the order, resolution, dissolution or attachment is made or (iii) the bankruptcy petition is presented, in each case without notice to the Customer and all sums due or to become due to [    ] shall become immediately due and payable.

(b) Remedies. Upon the occurrence of an Event of Default (including, without limitation, those described in clauses (i) through (vi)), [    ] shall provide written notice to Customer of such Event of Default and, after provision of such written notice (other than in respect to an event of default under clauses (i) through (vi), as to which exercise of remedies may be before such notice), [    ] shall have the right, in addition to any other remedy available to [    ] at law or equity, in its sole discretion to (i) straddle or spread open positions in the Account; (ii) switch such positions to another month, commodity or exchange; (iii) close out such positions in whole or in part, or limit, condition or terminate the right of Customer to trade in the Account; (iv) buy, sell, transfer or otherwise liquidate any or all open Contracts held in or for the Account (including without limitation, through the making or taking of delivery, the use of exchange-for-physical, exchange-for-swap, exchange-for-risk, exchange-for-options or exchange-for-related-positions transactions, block trades, any associated cash transactions as broker or principal, office trades, or any other means), in whole or in part, free from any right of redemption; (v) set off or apply any or all cash margin held in or for the Account to any indebtedness owed by Customer to [    ]; (vi) sell any or all of the securities or other property of Customer held in or for the Account and to apply the proceeds thereof to any indebtedness owed by Customer to [    ]; (vii) borrow, buy or sell Contracts, securities or other property in or for the Account in connection with commercially reasonable efforts to mitigate, offset, hedge or otherwise manage risk incurred by [    ] or any affiliate of [    ] in connection with such Event of Default; (viii) cancel any unfilled orders for the purchase or sale of Contracts for the Account; (ix) execute office trade transfers of Contracts in accordance with applicable exchange rules; or (x) take such other or further actions [    ] that are commercially necessary and appropriate for its protection, all without demand for margin and without notice or advertisement and to the full extent permitted under Applicable Law. In implementing any action taken hereunder, [    ] may transact, in its sole discretion, with itself, any of its affiliates or any third party, or it may enlist the assistance of any its affiliates or any third party to implement such action on its behalf and, in each case, Customer shall remain liable for any resulting Losses (as defined in Section 3 hereof), which, for the avoidance of doubt, shall include any loss incurred by [    ] or any affiliate of [    ] in connection with commercially reasonable efforts to mitigate, offset, hedge or otherwise manage risk in connection with any action taken hereunder. Notwithstanding the foregoing, with respect to Customers that are ERISA Plans or otherwise subject to the fiduciary responsibility provisions of ERISA or Section 4975 of the Internal Revenue Code, any such transactions may be entered into only to the extent that such transactions are not prohibited thereunder. In the event [    ]’s position would not be jeopardized thereby, [    ] will make commercially reasonable efforts under the circumstances to notify Customer prior to exercising remedies hereunder. A prior demand or margin call of any kind from [    ] or prior notice from [    ] shall not be considered a waiver of [    ]’s right to take any action without notice or demand. In the event [    ] exercises any remedies available to it under this Agreement after an Event of Default as described above, Customer shall reimburse, compensate and indemnify [    ] for any and all Losses that [    ] may incur, including reasonable attorneys’ fees actually incurred in connection with the exercise of its remedies and the recovery of any such Losses except to the extent such Losses resulted from [    ]’s gross negligence or willful misconduct.

(c) Set-off and Netting Rights. Upon the occurrence of an Event of Default or termination of this Agreement in accordance with Section 7 hereof, [    ] shall have the right, at any time and from time to time, to net and set off [    ]’s obligations owed to Customer against the obligations of Customer to [    ] and to foreclose on any Collateral (as defined below) for the purpose of satisfying the obligations of Customer to [    ] and, for this purpose, may convert one currency into another at the rate of exchange determined by [    ] on the basis of the then prevailing rates of exchange for such currencies. Any such netting and set-off will automatically satisfy and discharge [    ]’s obligations to Customer and, to the extent any such obligation to Customer exceeds the sum or obligation to be set off and net against, such original obligation to Customer will be novated and replaced by an obligation to pay Customer only the excess of the original obligation over the original obligation set off and net against. Customer authorizes [    ], on behalf of and in the name of Customer, to do all such acts and to execute all such documents as may be required to give effect to [    ]’s

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set-off and close-out netting rights hereunder. For the avoidance of doubt, this Section 4(c) is intended to effect a close-out netting mechanism that will result upon an Event of Default or termination in a single payment obligation owed by one party to another. For the purposes of this Section 4(c), (i) “obligation” means: any obligation or liability (subject to Section 5 hereof) of a party arising at any time (whether or not mature or contingent and whether or not arising under this Agreement and whether or not such sum or obligation is then due and payable), related to any transaction in any financial instrument or asset under or in connection with any agreement, including any payment, repayment or delivery obligation, any obligation relating to any extension of credit or to pay damages and any legal and other expenses incurred in connection with the enforcement of a party’s rights under any such transaction or agreement; and (ii) “[    ]” includes [    ] and any of its affiliates.

5. Limitation Of Liability. Except to the extent of its negligence, gross negligence, fraud or willful misconduct or breach of this Agreement, [    ] shall not be liable for any Losses incurred by Customer in connection with or arising out of this Agreement, transactions in or for Customer’s Account or any actions taken or omitted to be taken by [    ] at the request or direction of Customer, including, for the avoidance of doubt, any Losses relating to the failure of any clearing house, executing broker, clearing broker, custodian or other intermediary to perform its obligations in connection with any transaction by Customer. Customer agrees and acknowledges that [    ] may, in its reasonable discretion, retain independent vendors to perform certain services and functions (including, without limitation, services and functions relating to [    ]’s obligations as a registered futures commission merchant under Applicable Law) relating to Customer’s transactions under this Agreement.

6. General Agreements. The parties agree that:

(a) [    ]’s Responsibility. [    ] is not acting as a fiduciary, foundation manager, commodity pool operator, commodity trading advisor or investment adviser in respect of any Account opened by Customer. [    ] is not acting hereunder as a municipal advisor within the meaning of Section 975 of the Dodd-Frank Wall Street Reform & Consumer Protection Act. Customer is acting for its own account and has made its own independent decisions to effect transactions in Contracts and as to whether each transaction is prudent or appropriate for it based on Customer’s own judgment and upon advice from such advisors as it has deemed necessary. Customer is solely responsible for any trading decisions including order-routing decisions made by Customer. Customer is solely responsible for monitoring adherence by its employees to internal trading controls and restrictions designed to ensure that persons with trading access to or control of the Account are authorized by Customer. [    ] does not make any recommendation as to where such orders should be executed and does not undertake to notify Customer of price improvement opportunities or more advantageous execution quality at particular exchange venues. [    ] shall have no responsibility hereunder for compliance with any law or regulation governing the conduct of fiduciaries, foundation managers, commodity pool operators, commodity trading advisors or investment advisers.

Without limitation of the foregoing, if Customer is an investment company registered under the Investment Company Act of 1940, the following provisions shall apply to the custody by [    ] of Customer funds, collateral and other property deposited with [    ] for the purpose of margining, guaranteeing or securing Customer’s futures and foreign futures: (i) [    ] shall comply with the segregation requirements of section 4d(2) of the Commodity Exchange Act (“CEA”) (7 U.S.C. 6d(2)) and the rules thereunder (17 CFR Chapter 1) or, if applicable, the secured amount requirements of rule 30.7 under the Commodity Exchange Act (17 CFR 30.7); (ii) [    ], as appropriate to Customer’s transactions and in accordance with the CEA (7 U.S.C. 1 through 25) and the rules and regulations thereunder (including 17 CFR part 30), may place and maintain the Customer’s assets to effect Customer’s transactions with another futures commission merchant, a clearing organization, a U.S. or foreign bank, or a member of a foreign board of trade, and shall obtain an acknowledgment, as required under rules 1.20(a) or 30.7(c) (as applicable) under the CEA 17 CFR 1.20(a) or 30.7(c), as applicable, that such assets are held on behalf of [    ]’s customers in accordance with the provisions of the CEA; (iii) [    ] shall promptly furnish copies of or extracts from [    ]’s records or such other information pertaining to Customer’s assets as the Securities and Exchange Commission through its employees or agents may request; (iv) Any gains on Customer’s transactions hereunder, other than de minimis amounts, may be maintained with [    ] only until the next Business Day following receipt by [    ] on Customer’s behalf; (v) If the custodial arrangement under this Agreement no longer meets the requirements of this section 6(a), Customer shall withdraw its assets from [    ] as soon as reasonably practicable.

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In addition, if Customer is an investment company registered under the Investment Company Act of 1940, the following provisions shall apply to the custody by [    ] of Customer funds, collateral and other property deposited with [    ] for the purpose of margining, guaranteeing or securing Customer’s cleared swaps: (i) [    ] shall comply with the requirements under Section 4d(f) of the CEA relating to the separate treatment of customer cleared swaps funds and property, the rules of the derivatives clearing organization on which such swaps are cleared and the CFTC segregation rules for swap collateral (i.e., legal segregation with operational commingling), under Part 22 of the CFTC’s Regulations, specifying the substantive requirements for the treatment of cleared over-the-counter derivatives in the Customer’s cleared swaps Account and the cleared swaps account class prior to any bankruptcy; (ii) [    ] may place and maintain Customer’s assets as appropriate to effect Customer’s cleared swap transactions in accordance with the CEA and the CFTC’s rules thereunder, and will obtain an acknowledgement, to the extent required under CFTC Rules 22.5 and 1.20(a), that such assets are held on behalf of [    ]’s customers in accordance with the provisions of the CEA; (iii) [    ] will promptly furnish copies of or extracts from its records or such other information pertaining to Customer’s assets as the Securities and Exchange Commission through its employees or agents may request; any gains on Customer’s cleared swap transactions, other than de minimis amounts, may be maintained with [    ] only until the next Business Day following receipt; and (iv) Customer may withdraw its cleared swap assets from [    ] as soon as reasonably practicable if the custodial arrangement hereunder relating to cleared swaps no longer meets the requirements of Rule 17f-6 under the Investment Company Act, 17 CFR 270.17f-6, as applicable.

(b) Advice. All advice communicated by [    ] with respect to the Account or transactions effected by Customer hereunder is incidental to the conduct of [    ]’s business as an FCM and such advice shall not serve as the primary basis for any decision made by or on behalf of Customer. [    ] shall have no discretionary authority, power or control over any decisions made by or on behalf of Customer in respect of the Account, regardless of whether Customer relies on the advice of [    ] in making any such decision. Customer acknowledges that [    ] and its directors, officers, employees and affiliates may from time to time take or hold positions in, or advise other customers concerning, Contracts that are from time to time the subject of advice from [    ] to Customer and such positions or advice may be inconsistent with or contrary to positions of, and the advice given by, [    ] to Customer.

(c) Recording. Each party may record, on tape or otherwise, any telephone conversation between [    ] and Customer involving their respective directors, officers, employees or other agents, and each party hereby agrees and consents thereto.

(d) Acceptance of Orders; Position Limits.

(i) [    ] shall have the right to limit the size of open positions (net or gross) of Customer with respect to the Account at any time and to refuse acceptance of orders to establish new positions, without regard to whether such refusal or limitation is required by, or based on position limits imposed under, Applicable Law, provided, however, [    ] shall not be entitled to refuse to accept an off-setting or risk reducing transaction or series of transactions. [    ] shall promptly notify Customer of its rejection of any order. To the extent permitted by Applicable Law, [    ] is authorized to combine orders for Customer’s Account with orders for other customers. Unless specified by Customer, [    ] may designate the exchange or other markets (including, without limitation, an exchange’s electronic trading platform) on or through which it will attempt to execute orders.

(ii) Customer shall, in connection with transactions in Contracts hereunder, provide [    ] with such information as [    ] may from time to time reasonably request in connection with regulatory inquiries relating to any such transactions.

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(e) Original and Variation Margin; Premiums; Other Contract Obligations. Customer shall perform all obligations attendant to transactions in Contracts for the Account and shall make, or cause to be made, all applicable original margin, variation margin, intra-day margin and premium payments, in such amount, form and subject to such valuation mechanics, as may be required by Applicable Law or by [    ]; provided, however, [    ] shall not make any request for initial, variation or other margin payment by Customer if the total amount of margin posted by Customer would exceed 125% of the regulatory minimum amount. Requests for margin deposits and/or premium payments may, at [    ]’s election, be communicated to Customer orally, telephonically or in writing. For the avoidance of doubt, a statement of margin or premium due set forth on Customer’s daily confirmation of trading activity shall constitute a demand for such margin or premium for the purposes of this Section 6(e). Customer margin deposits and/or premium payments shall be made by wire transfer in accordance with [    ]’s instructions to Customer’s segregated account, secured amount account or cleared swap account, as required under Applicable Law, and shall be in U.S. dollars unless [    ] agrees otherwise in writing.

In connection with any Customer instruction at any time to [    ] to (i) satisfy any margin requirement arising under this Section 6(e) of this Agreement by means of a transfer of available funds or securities held in a [    ] securities margin account or (ii) transfer available excess equity out of the Account to any such securities margin account, Customer acknowledges and agrees that funds and Collateral (as defined below) carried in and for the Account, as well as all Contracts carried in and for the Account (I) are not subject to or afforded protection under Securities and Exchange Commission (“SEC”) Rules 8c-1, 15c2-1, 15c3-2 or 15c3-3 and (II) in the event of [    ]’s bankruptcy or insolvency, will not be afforded protection under the Securities Investor Protection Act of 1970, as amended (“SIPA”), except and only to the extent that the commodity broker liquidation provisions of chapter 7 of title 11 of the United States Code and Part 190 of the CFTC Regulations may apply in the context of a liquidation proceeding under SIPA.

(f) Security Interest and Rights Respecting Collateral.

(i) Customer hereby assigns, pledges and transfers to [    ] and grants to [    ], and to any of its affiliates that may from time to time hold Contracts or Collateral for or on behalf of Customer in connection with the execution or clearing of any transaction in such Contracts or settlement or custody of such Collateral, a security interest in and continuing, unencumbered first priority lien on all of Customer’s right, title and interest in (a) the Account and all assets (including security entitlements, commodity contracts, financial assets, proceeds, and investment property (each as defined in the New York Uniform Commercial Code (“UCC”)) credited thereto, including assets held by any clearing organization or other any other intermediary in respect of Contracts, as well as other property of Customer (including any securities accounts, commodity accounts, security entitlements, commodity contracts, financial assets and investment property (each as defined in the UCC)) held in respect of Contracts by or for [    ], any clearing organization or any intermediary acting for [    ] in connection with any transaction in Contracts; and (b) Customer’s Contracts and all rights to payment thereunder (collectively, the “Collateral”). The foregoing grant of security secures, to the extent permissible by Applicable Law, all obligations of Customer now or hereafter owing to [    ] or its affiliates, as applicable, including, without limitation, all Losses incurred by [    ] in connection with the enforcement of this Agreement and the security interest created hereunder. Customer hereby represents and warrants to [    ] that Customer owns the Collateral free and clear of all liens, claims, charges and encumbrances, and has the full power and authority to pledge the Collateral to [    ] pursuant to the terms of this Section 6(f)(i). Upon the occurrence of an Event of Default and notice to Customer by [    ], [    ] shall have and may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it pursuant to Applicable Law, at law or in equity, all the rights and remedies of a secured party upon default under Applicable Law, including but not limited to the UCC, whether or not the UCC applies to the affected Collateral, to the fullest extent permitted under Applicable Law. Customer agrees to execute any documents reasonably required by [    ] for the perfection or negotiation of such general lien or security interest. Customer and [    ] agree that [    ]’s use of the Collateral shall at all times be subject to and in accordance with Applicable Law.

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(ii) If Customer is resident of or domiciled in, or if any of the Collateral is subject to Applicable Law of, any jurisdiction in which a security interest in the Collateral cannot be created solely by means of Customer’s pledge of such Collateral to [    ] (or any jurisdiction in which the security interest arising under such a pledge would require local registration in order to be perfected), then the parties agree that, with respect to such a jurisdiction, all right, title and interest in and to the Collateral shall vest via transfer of title in [    ] free and clear of any liens, claims, charges or encumbrances or any other interest of Customer or of any third party (other than a lien routinely imposed on all securities in a relevant clearance system).

(g) Québec Charge. This section applies only with respect to security interests if their validity is governed by the laws of the Province of Québec. Customer hereby hypothecates the Collateral in favor of [    ] for the amount of CAD 1,000,000,000.00, with interest thereon from the date of this Agreement at a rate to be determined in accordance with this Agreement and the requirements of the Civil Code of Québec, as security for all present and future obligations of Customer which are also stated as being secured by the security interest granted in Section 6(f)(i) hereof. The said stated amount of the hypothec is set forth solely for the purpose of ensuring compliance with the requirements of the Civil Code of Québec, and does not represent the amount of the indebtedness of Customer secured by the hypothec from time to time nor the amount of any credit available to Customer.

(h) Reports and Objections. Daily confirmations of transactions in Contracts for the Account shall be submitted to Customer and absent manifest error shall be conclusive and binding on Customer unless Customer notifies [    ] of any objection thereto prior to the opening of trading on the contract market or trading facility on which such transaction occurred 3 Business Days following the day on which Customer receives such Statement; provided that, with respect to monthly statements, Customer may notify [    ] of any objection thereto within five Business Days after receipt of such monthly Statement. Any such notice of objection, if given orally to [    ], shall be promptly confirmed in writing by Customer.

(i) Delivery Procedures; Options Allocation Procedure.

(i) Customer shall provide [    ] with instructions to liquidate Contracts previously established by Customer, to make or take delivery under any such Contracts; to exercise options entered into by Customer; or, with respect to Contracts that are cleared credit default swaps, to exercise rights relating to credit events in respect of such Contracts in the relevant trade information systems of the relevant clearing house or clearing organization, in each case, within such time limits as may be reasonably specified by [    ]. [    ] shall have no responsibility to take any action on behalf of Customer or positions in the Account unless and until [    ] receives oral or written instructions reasonably acceptable to [    ]. [    ]’s obligation hereunder to make or take delivery for the Account in respect of any physically-settled Contract shall at all times be subject to such modifications, restrictions and limitations as [    ] may from time to time prescribe upon notice to Customer. Funds sufficient to take delivery pursuant to any such Contract or deliverable grade commodities eligible under Applicable Law for the purpose of effecting delivery pursuant to such Contract must be delivered to [    ] at such time and in accordance with such procedures as [    ] may reasonably require in connection with any such delivery.

(ii) Short option Contracts may be subject to exercise at any time. Exercise notices received by [    ] from the applicable contract market with respect to option Contracts sold by Customer may be allocated to Customer pursuant to a random allocation procedure, and Customer shall be bound by any such allocation of exercise notices. In the event of any allocation to Customer, unless [    ] has received prior, timely instructions from Customer, [    ]’s sole responsibility shall be to use its best efforts to notify Customer of such allocation.

(iii) If Customer fails to comply with any of the foregoing obligations or any modification, restriction or limitation that [    ] may at any time prescribe in connection with an obligation to make or take delivery for the Account on a physically-settled Contract, after notice by [    ] to the Customer to comply and failure by the Customer to comply within two Business Days after receipt of notice

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from [    ], [    ] may liquidate any open positions, make or take delivery of any commodities or instruments, or exercise or allow the expiration of any options or rights, in such manner and on such terms as [    ] deems necessary or appropriate, and Customer shall indemnify and hold [    ] harmless as a result of any action taken or not taken by [    ] in connection therewith or pursuant to Customer’s instructions.

(j) Financial and Other Information. Customer shall provide to [    ] such financial information regarding Customer as [    ] may from time to time reasonably request. Customer shall notify [    ] within a reasonable time if the financial condition of Customer changes materially and adversely from that shown in the most recent financial information theretofore provided to [    ]. An investigation may be conducted pertaining to Customer’s credit standing and business.

(k) Cross-Trade Consent. Customer hereby acknowledges and agrees that [    ] and its affiliates, officers, employees, successors, assigns, or agents, including floor brokers acting on [    ]’s behalf, may in connection with any transaction in Contracts for the Account take the other side of such transaction, subject to the transaction being executed at the prevailing price and in accordance with Applicable Law.

(l) Authorization to Transfer Funds.

(i) Customer may from time to time elect to establish collateral transfer services whereby, in order to satisfy its payment obligations under this Agreement (as well as [    ]’s return of excess equity accruing in respect of Customer’s open positions in Contracts), including without limitation its obligation to satisfy margin and premium obligations arising in connection with its transactions in Contracts under this Agreement, Customer deposits cash, securities or other property in one [    ] account, which may include (i) a prime brokerage or other securities account, (ii) an OTC swaps or security-based swaps account, or (iii) a segregated account under section 4d(a) of the CEA and CFTC Rule 1.20, a secured amount account under CFTC Rule 30.7 or a cleared swaps account under section 4d(f) of the CEA, pursuant to standing instructions to effect such transfers (including returns) of such cash, securities or other property to (or from) a second account in connection with a margin, premium or other payment obligation (or accrual of excess equity) arising in such second account (any such collateral transfer arrangement, an “Auto-Sweep Service”). In connection with any such Auto-Sweep Service, Customer hereby authorizes [    ], in its sole and absolute discretion and with prior notice to Customer, to transfer any funds, securities or other property from any account maintained by Customer with any U.S. affiliate of [    ] to any other account of Customer maintained by a U.S. affiliate of [    ] or any of its U.S. affiliates, upon notice to but without consent from Customer. Transfers effected pursuant to the Auto-Sweep Service may include transfers to or from any securities account of Customer from or to any commodity account of Customer (unless prohibited by Applicable Law), as well as transfers between and among Customer’s segregated, secured amount and sequestered or cleared swap accounts, consistent with and to the extent permitted under Applicable Law. [    ] shall promptly (and no later than within one Business Day) confirm in writing each transfer of funds, securities, commodities or other property pursuant hereto. Customer hereby reserves the right to revoke the authorization set forth in this section 6(l)(ii), provided that any such revocation shall be in writing and effective upon no less than five (5) Business Days notice to [    ].

(m) Give Up Transactions. Absent a separate written agreement with Customer with respect to give-up transactions, [    ], in its sole discretion, may, but shall not be obligated to, accept from other brokers Contracts executed by such brokers and to be given up to [    ] for clearance or carrying in any Account.

7. Termination. This Agreement may be terminated on 90 days notice at any time by Customer or [    ] by written notice to the other. In the event of such notice, and subject to Section 6(d) hereof, Customer shall either close out open positions in the Account or arrange for such open positions to be transferred to another FCM. Upon satisfaction by Customer of all payments and other current obligations outstanding with respect to any transaction in Contracts, [    ] shall transfer to another FCM all Contracts, if any, then held for the Account, and shall transfer to Customer or to another FCM, as Customer may instruct, all cash, securities and other property held in the Account, whereupon this Agreement shall terminate. Termination of this Agreement shall not release any party from any liability or obligation incurred or arising from activities prior to such termination.

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8. Acknowledgements re Securities Transfer Act and the New York UCC. For purposes of the Securities Transfer Act as implemented under the laws of an applicable Canadian province, the Personal Property Security Act of an applicable province, Articles 8 and 9 of the New York Uniform Commercial Code and any similar legislation in any other applicable jurisdiction (a) the jurisdiction of [    ] as securities intermediary or commodity intermediary with respect to the Account and the Contracts is New York, (b) the Account is a “securities account,” a “futures account” and a “commodity account” and (c) any property of any nature whatsoever credited or receivable to the Account is a “financial asset” and “investment property.”

9. Eligible Financial Contract. This Agreement, including the security interest granted by this Agreement, and any Contract, are “eligible financial contracts” within the meaning of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) and the Payment Clearing and Settlement Act (Canada). Customer represents that it is a “financial institution” for the purposes of the Payment Clearing and Settlement Act (Canada).

10. Miscellaneous.

(a) Severability. If any provision of this Agreement is or becomes inconsistent with Applicable Law, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Agreement will continue and remain in full force and effect. To the extent that this Agreement is not enforceable as to any Contract, this Agreement shall remain in full force and effect and be enforceable in accordance with its terms as to all other Contracts. To the extent this Agreement contains any provision which is inconsistent with provisions in any other Contract or agreement between the parties, or of which Customer is a beneficiary, the provisions of this Agreement shall control with respect to transactions contemplated hereunder.

(b) Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties and their successors. In the event that [    ] (i) merges with another entity, or (ii) ceases to be a FCM or (iii) is required by Applicable Law to transfer its Customer accounts to another FCM, [    ] shall have the right to transfer or assign this Agreement (and thereby the Account) to any successor entity or to another properly registered FCM, provided that [    ] shall, in accordance with the provisions of CFTC Rule 1.65, provide Customer with prior written notice of, and a reasonable opportunity to object to, any such transfer or assignment.

(c) Independent Investment Adviser. If trading in the Account is controlled by Metaurus, Customer hereby appoints such Metaurus as Customer’s agent for the purpose of receiving all communications, notices and requests for instructions related to this Agreement and the transactions effectuated pursuant to this Agreement, including, without limitation, margin calls and any trading information or advice (subject to Section 6(b) hereof). Metaurus is authorized to access and use electronic services, facilities and information provided electronically, including but not limited to Electronic Trading Services (as defined herein), and on behalf of Customer, to agree to the terms and conditions regarding such use and to enter into agreements relating to Electronic Trading Services. Customer hereby agrees to indemnify and hold [    ] harmless from and to pay [    ] promptly on demand any and all Losses arising from [    ]’s reliance on any communication, notice or instruction of Metaurus until [    ] receives written notice of Customer’s revocation thereof; and termination of the appointment of Metaurus shall not affect any liability in any way resulting from transactions initiated prior to such termination. This indemnity is in addition to (and in no way limits or restricts) any rights which [    ] may have under this Agreement and any other agreement or agreements between [    ] and Customer. Nothing in this Section 10(c) shall relieve Customer of any of its obligations under this Agreement.

(d) Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes any prior oral and written agreements between the parties as to the subject matter hereof. No provision of this Agreement shall in any respect be waived, altered, modified, or amended unless such waiver, alteration, modification or amendment is signed by the party against whom such waiver, alteration, modification or amendment is to be enforced.

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(e) Currency Denomination. Unless another currency is designated in the confirmations reporting transactions entered into by Customer, all margin deposits in connection with such transactions, and a debit or credit in the Account, shall be stated in United States dollars. By placing an order in a Contract settled in a particular currency (the “Contract Currency”), Customer agrees that [    ] shall convert to the Contract Currency available funds sufficient to meet the applicable margin requirement. Any such conversion of currency shall be at a rate of exchange determined by [    ] on the basis of the then prevailing rates of exchange for such currencies. Customer shall bear all risk and cost relating to the conversion of currencies incident to transactions in Contracts effected on behalf of Customer. Customer understands and acknowledges that accruals from trades in Contracts that are priced and settled in a Contract Currency other than United States dollars will be held in Customer’s account in such non-United States dollar Contract Currency and, except upon an Event of Default, will not be converted to United States dollars except in connection with a spot foreign exchange transaction executed between Customer and a foreign exchange dealer designated by Customer for that purpose. Customer agrees that (i) the conversion of currencies in any such spot foreign exchange transaction under this Agreement shall be undertaken solely in connection with transactions in Contracts hereunder; (ii) any such spot foreign exchange transaction shall be a Contract for purposes of this Agreement; and (iii) Customer shall not effect foreign currency forwards or swap transactions in or for the Account (other than in connection with an exchange-for-related-position transaction in compliance with applicable exchange rules).

(f) Permitted Investments Using Customer Collateral

(i) [    ]’s use of cash, securities or other property deposited by Customer (“Futures Customer Collateral”) for the purpose of margining, guaranteeing and securing futures held by [    ] in and for the Account shall be in accordance with the requirements of Section 4d(a) of the CEA and at all times subject to and in accordance with Applicable Law. The parties agree and acknowledge that Section 1.25 of the CFTC Rules, as amended from time to time (“CFTC 1.25”), sets forth certain requirements and conditions under which [    ] may engage in “permitted investments,” as defined thereunder, using Futures Customer Collateral.

(ii) [    ] hereby relinquishes its right under Applicable Law and CFTC 1.25 to engage in permitted investments using Futures Customer Collateral. [    ] further represents, warrants and covenants, which representation, warranty and covenant shall be deemed repeated on each day that a transaction in Contracts is open in the Account, that it shall not at any time engage in any such permitted investment using Futures Customer Collateral.

(iii) The parties agree that [    ] may from time to time, in accordance with and at all times subject to the requirements of Applicable Law, deposit Futures Customer Collateral in the form of cash (such cash, when commingled in accordance with the requirements of Applicable Law with the cash of other [    ] customers, “Futures Customer Cash”) with permitted depositories under arrangements that result in the payment of interest to [    ] in its capacity as a futures commission merchant with custody of such Futures Customer Cash. [    ] hereby undertakes to remit any such interest payments to Customer, in a commercially reasonable manner and on a pro rata basis, to the extent of Customer’s percentage share of [    ]’s total Futures Customer Cash. Notwithstanding the terms of any fee schedule between [    ] and Customer to the contrary (“Fee Schedule”), the parties agree that in the event that the pro rata remittance of interest payable hereunder on customer cash is negative for any currency (as a result of the assessment of negative rates applicable to such currency on customer cash balances held by permitted depositories), Customer shall remit any such negative balance to [    ] in accordance with the payment terms of the relevant Fee Schedule.

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(g) Instructions, Notices or Communications. Except as specifically otherwise provided in this Agreement, all instructions, notices or other communications may be oral or written (and for the avoidance of doubt, notification by facsimile or email to a fax number or email address provided by either party to the other for such purpose shall be deemed written notice). Customer hereby waives any defense that such instruction, notice, or communication was not in writing. All oral instructions, unless custom and usage of trade dictate otherwise, shall be promptly confirmed in writing. All written instructions, notices or other communications shall be addressed as follows:

(i) if to [    ]

(ii) if to Customer, at the address (including email addresses) as indicated on the Commodity Futures Account Application.

In addition, the parties may agree from time to time to provide and receive written notice by electronic means for such purposes hereunder as they may agree and using email addresses that they mutually agree to use for such purposes. Except as otherwise provided in this Agreement, notices shall be effective (1) if delivered by hand, on the date and at the time of delivery; (2) if sent by express mail service, on the date and at the time of delivery as evidenced by a confirmation from the relevant express mail services; and (3) if transmitted by facsimile or electronic means, on the date and at the time of transmission.

(h) Rights and Remedies Cumulative. All rights and remedies arising under this Agreement as amended and modified from time to time are cumulative and not exclusive of any rights or remedies which may be available at law or otherwise.

(i) No Waiver. Neither party’s failure to exercise, delay in exercising, or partial exercise of any contractual right under this or any other agreement, for Contracts or any other product, on any occasion or series of occasions is or implies waiver of any contractual right under any course of dealing theory or otherwise, and does not preclude any other future exercise, delayed exercise or partial exercise of any contractual right hereunder.

(j) Applicable Law and Enforceability. THIS AGREEMENT, ANY CONTRACT, THEIR ENFORCEMENT AND ANY DISPUTE BETWEEN [    ] AND CUSTOMER, WHETHER ARISING OUT OF OR RELATING TO CUSTOMER’S ACCOUNT OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAW RULES.

(k) Jurisdiction. ANY LITIGATION WITH RESPECT TO CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY. CUSTOMER IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF EITHER OF THOSE COURTS.TO THE EXTENT THAT IN ANY JURISDICTION ANY PARTY MAY NOW OR HEREAFTER BE ENTITLED TO CLAIM, FOR ITSELF OR ITS ASSETS, IMMUNITY FROM SUIT, EXECUTION, ATTACHMENT (BEFORE OR AFTER JUDGMENT) OR OTHER LEGAL PROCESS, EACH PARTY HERETO IRREVOCABLY AGREES NOT TO CLAIM, AND IT HEREBY WAIVES, SUCH IMMUNITY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION ON THE GROUND OF VENUE, FORUM NON CONVENIENS OR ANY SIMILAR GROUNDS.

(l) Waiver of Jury Trial. CUSTOMER AND [    ] EACH HEREBY WAIVES A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION IN CONNECTION THEREWITH.

(m) Equivalency Clause. For purposes of disclosure pursuant to the Interest Act (Canada), the annual rate of interest which is equivalent to any rate of interest provided for in this Agreement which is to be calculated on any basis other than a full calendar year may be determined by multiplying such rate of interest (expressed as a percentage) by a fraction, the numerator of which is the number of days in the calendar year and the denominator of which is the number of days comprising such other basis.

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(n) Language of Documentation. The parties hereto have required that this Agreement, and all documents and notices related thereto and/or resulting therefrom be drawn up in English. Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et/ou en découlent soient redigés en langue anglaise.

(o) Business Day. For purposes of this Agreement, “Business Day” shall mean any day on which, in respect of any transaction in Contracts for the Account, exchanges, trading facilities or clearing houses in the United States are open for such transactions.

(p) Consent to Delivery of Electronic Statements. The CFTC permits a customer to receive daily confirmations and monthly statements for the Account by electronic media, subject to obtaining customer consent. [    ] maintains proprietary internet-based systems that deliver confirmations, statements and other reports to Customer in lieu of delivery by ordinary mail. Customer should be aware of the following: (i) Customer’s consent, if given, will be effective upon execution of this Agreement and shall remain effective thereafter until revoked; (ii) Customer may revoke its consent at any time by written notice of revocation to [    ] which will be effective upon receipt by [    ]; and (iii) any electronic confirmation or statement is accessible on the internet-based system for a limited time following its initial posting.

Customer hereby consents to receiving confirmations and statements by electronic means in lieu of ordinary mail. If Advisor is executing this Agreement on behalf of Customer as Customer’s agent and attorney-in-fact, Advisor hereby represents and warrants that it shall, at all times that this Consent to Delivery of Electronic Statements is in force, make access to the appropriate [    ] internet-based system available to Customer.

(q) Ontario Customer Consent. If Customer is domiciled in the Province of Ontario, Canada, Customer hereby acknowledges that (1) [    ] may execute Contracts on behalf of Customer exclusively on futures exchanges located outside Canada, unless such Contracts are routed through an agent that is a dealer registered in Ontario under the Ontario Commodity Futures Act and the regulations thereunder (the “Ontario Act”); (2) if Customer is clearing Contracts executed hereunder with a clearing broker other than [    ], such clearing broker is appropriately registered or exempt from registration under the Ontario Act; (3) there may be difficulty in enforcing any legal rights against [    ], its directors, officers or employees because they are resident outside of Ontario and all or substantially all of [    ]’s assets are situated outside of Ontario; and (4) [    ] is not registered under the Ontario Act and, accordingly, the protection available to clients of a dealer registered under the Ontario Act may not be available to Customer.

(r) British Columbia/Alberta Customer Consent. If Customer is domiciled in either the Province of British Columbia, Canada or the Province of Alberta, Canada, Customer hereby acknowledges that (1) there may be difficulty in enforcing any legal rights against [    ] or any of its directors, officers, employees or agents, because it is resident outside of British Columbia or Alberta (the “Passport Jurisdictions”) and all or substantially all of its assets are situated outside of the Passport Jurisdictions; (2) [    ] is not registered under the securities legislation of the Passport Jurisdictions and, accordingly, the protection available to clients of a dealer registered under such legislation will not be available to Customer; and (3) [    ] shall provide to Customer in a separate writing that is hereby incorporated by reference the name and address of an agent for service in the Passport Jurisdiction in which Customer is located.

(s) Consent to Jurisdiction. Under rules enacted by the CFTC, a registered designated contract market (“DCM”) or swap execution facility (“SEF”) must require that any person that accesses such DCM or SEF consent to its jurisdiction. Customer agrees and acknowledges that in accessing a DCM or SEF (including through an intermediary adviser on which Customer has conferred trading discretion over the Account) through [    ], or any [    ] trading system, for the purpose of initiating or executing a

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transaction in Contracts on or subject to the rules of any DCM or SEF, Customer shall be deemed under Applicable Law (including applicable DCM or SEF rules) to have consented to the jurisdiction of such DCM or SEF and to have agreed to be bound by and comply with the rules of such DCM or SEF, including, but not limited to, rules requiring cooperation and participation in investigatory and disciplinary processes under the rules of such DCM or SEF.

(t) Instructions Relating to Hedging Transactions. If Customer has indicated on the Commodity Futures Account Application that orders placed for the Account will normally represent bona fide hedging transactions, please complete the following. You should note that CFTC Rule §190.06 permits you to specify whether, in the unlikely event of [    ]’s bankruptcy, you prefer the bankruptcy trustee to liquidate all positions in the Account. Accordingly, Customer hereby elects as follows: (please initial):

☐ Liquidate ☐ Do Not Liquidate

If neither alternative is initialed, Customer will be deemed to have elected to have all positions liquidated. This election may be changed at any time by written notice.

(u) Customer hereby acknowledges that it has received and understands the [    ] Clearing Member Disclosure in relation to Futures and Cleared Swaps Customer Clearing Services under the European Market Infrastructure Regulation and, as of the date hereof, has elected to accept the offer of customer segregation consistent with the Commodity Exchange Act and the CFTC Rules, as described therein.

(v) CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED AND UNDERSTANDS THE FOLLOWING DISCLOSURE STATEMENT PRESCRIBED BY THE CFTC AND FURNISHED HEREWITH.

☐ Risk Disclosure Statement for Futures and Options required under CFTC Rule 1.55

IN WITNESS WHEREOF, Customer or, as applicable, Advisor on behalf of each Customer, has executed this Agreement on the date indicated below.

Customer:	METAURUS ADVISORS LLC, BY ITS MANAGING MEMBER, METAURUS LLC, FOR Each Fund set forth on Schedule A (which may be amended from time to time) attached hereto, in their individual capacity
By:
	(Date)
	(Please Print Name and Title)

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[ ]
By:
	(Date)
	(Please Print Name and Title)

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Schedule A

to Commodity Futures Customer Agreement

dated as of                     , between [    ] and each Fund set forth below in their individual capacity

that is identified as a Customer, severally and no jointly

Fund	Entity Type	Jurisdiction	Tax ID Number/Non- US Government ID	Account Designation- Hedge/Spec	CFTC 190.06 Rep. (Liquidate/Do Not Liquidate)	Enrolled in FIA Tech OCR Data Service
Enter Party Name
Enter Party Name
Enter Party Name

Each Fund listed represents and warrants that the respective Fund shall be subject to the terms and conditions of the Commodity Futures Customer Agreement, dated                     (the “Agreement”), to which this Schedule A is attached, and that each Fund is authorized to trade Contracts (as defined in the Agreement).

For ease of administration, a single document is being executed so as to enable each respective entity listed on Schedule A to enter into transactions under this Agreement. The parties agree that this Agreement shall be treated as if it were a separate agreement with respect to each separate legal entity listed on Schedule A, as if each such entity had executed a separate agreement, and that any entity listed on Schedule A shall have no liability under this Agreement for the obligations of any other entity so listed.

Metaurus Advisors LLC, on behalf of each Fund set forth above in their individual capacity that is identified as

Customer, severally and not jointly

By:
		(Date)
	(Please Print Name and Title)

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Schedule B

to Commodity Futures Customer Agreement

dated as of                     , between [    ] and each Fund set forth below in their individual capacity

that is identified as a Customer, severally and no jointly

Legal Entity that owns the Account:	Legal Entity Identifier (LEI)	Business Address	Business Telephone	Email Address	Contact Job Title/ Relationship to Owner of Account / Direct Phone Number / Email Address	Website (if any)	NFA ID (if any)	Any Natural person (persons) who actually directs trading in the Account (Name, Address, Phone Number, Email)	NFA ID (if any), Name of Employer, Employer NFA ID (if any), Job Title, Relationship to Owner of the Account
Enter Party Name
Enter Party Name
Enter Party Name

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**FOR CORPORATE ACCOUNTS ONLY**

CORPORATE RESOLUTION

I,                     , the undersigned Secretary of                     , a corporation duly organized and existing under the laws of                     , having its principal office at                      DO HEREBY CERTIFY that a meeting of the Board of Directors of said Corporation duly held on the             day of                     , 201    , the following resolutions were duly adopted, have not been amended, rescinded or revoked and are in conformity with the Charter and Bylaws of said Corporation:

“RESOLVED: That this Corporation open one or more accounts with [    ] (“[    ]”) for the purpose of trading in swaps, commodities and commodity futures contracts, options thereon, foreign futures and options thereon and interests therein (including, without limitation, exchange for physical transactions, exchange for swap transactions, exchange-for-risk, exchange-for-options or exchange-for-related-positions transactions, block trades, over-the-counter derivative instruments, including cleared OTC derivatives and cleared swaps) (collectively “Contracts”)

RESOLVED: That any officer of this Corporation or any employee or agent of this Corporation designated by any such officer be and hereby is authorized to act for the Corporation in every respect concerning the Corporation’s account(s) with [    ], the authority hereby granted including the power to do each of the following acts and actions:

(a) To open one or more accounts in the name of the Corporation with [    ] for the purpose of trading in commodities and Contracts and to execute in the name of the Corporation and deliver to [    ] a [    ] Commodity Futures Customer Agreement including the Cleared Derivatives Transactions Addendum thereto, Authorization to Transfer Funds, Consent to Arbitration, Exchange Agreement, and any other documents or notices necessary to the opening, maintenance and/or trading of such account(s);

(b) To buy, sell and trade and agree to buy, sell and trade commodities Contracts, on margin or otherwise, whether in the over-the-counter market, subject to the rules or protocols of any multilateral or other trading facility, system or platform, including any communication network or auction facility or any designated contract market or otherwise, which power to sell includes the power to sell “short”;

(c) To submit for clearing at a clearing organization (including but not limited to, a derivatives clearing organization registered under the Commodity Exchange Act) Contracts carried in one or more accounts with [    ] or its affiliates;

(d) To effect and receive payment and delivery in performance of Contracts and commodities orders and any obligations undertaken in connection therewith;

(e) To deposit with and withdraw from [    ] any money, commodities, Contracts, securities and other property;

(f) To receive and promptly comply with any request or demand for additional margin, any notice of intention to liquidate, and any notice or demand of any other nature;

(g) To receive and acquiesce in the correctness of notices of transactions, statements of account and other records and documents relating to the Corporation’s account(s) with [    ];

(h) To borrow funds from [    ] or its affiliate to finance any transactions in Contracts or commodities effected through or with [    ], and the satisfaction of each and every obligation of the Corporation in connection with the Account(s) and the transactions effected therein; and

(i) To take such other actions as may be necessary or desirable to carry out the intent of the foregoing.

RESOLVED: That [    ] be directed to send written confirmations of all trades effected by [    ] for this Corporation and all statements of account of the Corporation with [    ] and other pertinent records and documents to                      (Name and Title of Officer or Agent) who is not authorized to trade in commodities with [    ] but is hereby authorized to receive and acquiesce in the correctness of such confirmations, statements, and other records and documents;

RESOLVED: That any and all past transactions of the kind provided for by these Resolutions which have been previously made by [    ] on behalf of or with this Corporation be and hereby are ratified, confirmed and approved in all respects; and

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RESOLVED: That [    ] and any interested third party are authorized to rely and act upon the authority of these Resolutions until receipt by [    ] of a certificate showing rescission, amendment or modification thereof and signed by the Secretary of this Corporation under its seal, and that this Corporation will indemnify [    ] and hold [    ] harmless from and against any liability, loss, cost or expense it incurs in continuing to act in reliance upon these Resolutions prior to its actual receipt of any such certificate.”

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this             day of                     , 201    .

Secretary

(SEAL OF CORPORATION TO BE AFFIXED HERE)

- 28 -

**FOR PARTNERSHIP ACCOUNTS ONLY**

PARTNERSHIP AUTHORIZATION

The undersigned hereby certify that we are general partners of                     , a partnership organized and existing under the laws of                      (the “Partnership”), that each of us is of full legal age, and that the Partnership is authorized to trade in swaps, commodities and commodity futures, option and forward contracts and over-the-counter derivative instruments, including cleared OTC derivatives and cleared swaps.

The undersigned further certify that any one of us is authorized to open one or more accounts with [    ] (“[    ]”) for the purchase or sale of swaps, commodities and commodity futures, option and forward contracts and over-the-counter derivative instruments, including cleared OTC derivatives and cleared swaps, for and in the name of the Partnership, and to execute for and on behalf of the Partnership a [    ] Commodity Customer’s Agreement including the Cleared Derivatives Transactions Addendum thereto, Authorization to Transfer Funds, Execution Agreement, and any other documents or notices necessary to the opening, maintenance and/or trading of such account(s), and that any one of the following general partners, acting alone, is authorized to act for the Partnership and its members in every respect concerning said account(s) and to do all things necessary or incidental to the conduct and trading of said account(s):

Name ______________________________	Name ________________________________
Name ______________________________	Name ________________________________

In consideration of your maintaining the account(s) of the Partnership the undersigned agree that:

(1) The undersigned are jointly and severally liable to you for any and all obligations arising out of transactions in or relating to the account(s) of the Partnership with [    ].

(2) If there is any change in this authorization or if any of the partners withdraw from the Partnership, die or are judicially declared incompetent, one of the undersigned will notify you in writing immediately. Until you have actually received such written notice, you shall be entitled to act in reliance on this authorization. The Partnership will indemnify you and hold you harmless from and against any loss suffered or liability incurred in continuing to act in reliance on this authorization prior to your actual receipt of such written notice.

(3) Upon notice of the withdrawal, death or judicially declared incompetence of any of the partners, you are authorized in regard to the account(s) of the Partnership to take such actions as are described in the [    ] Commodity Futures Customer Agreement executed in the name of the Partnership for the purpose of terminating said account(s) and satisfying any obligations the partnership may have to you. You may take such actions as though each of the partners remained a partner, were alive and were competent without prior notice to any partner’s heirs, executors, administrators, legatees, personal representatives or assigns.

(4) This authorization shall be considered a part of the [    ] Commodity Customer’s Agreement executed in the name of the Partnership and shall cover, individually and collectively, all accounts of the Partnership at any time opened or reopened with [    ], irrespective of any change or changes at any time in the personnel of [    ], or its successors, assigns or affiliates, for any cause whatsoever, and shall inure to the benefit of [    ] and any of its successors or assigns.

Any and all past transactions between the Partnership and [    ] of the kind provided for by this authorization are hereby ratified, approved and confirmed in all respects.

Dated this              day of                     , 201    .

General Partners:

(Signature)	(Signature)
(Name — Please Print)	(Name — Please Print)
(Signature)	(Signature)
(Name — Please Print)	(Name — Please Print)

(Please enclose a copy of your Partnership Agreement)

(Please enclose a copy of the Trust Agreement)

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**FOR LIMITED LIABILITY COMPANY ACCOUNTS ONLY**

LIMITED LIABILITY COMPANY RESOLUTION

We the undersigned, constituting all of the [Managing Members/Managers] of                             , a Limited Liability Company duly organized and existing under the laws of                     , having its principal office at                                 , DO HEREBY CERTIFY that a meeting of the [Managing Members/Managers] of said Company, duly held on the             day of             ,         , the following resolutions were duly adopted, have not been amended, rescinded or revoked and are in conformity with the articles of organization and operating agreement of said Company:

“RESOLVED: That this Company open one or more accounts with [    ] (“[    ]”) for the purpose of trading in swaps, commodities, commodity futures, option and forward contracts thereon, foreign futures and options thereon and interests therein (including exchange for physical transactions, exchange for swap transactions, exchange-for-risk, exchange-for-options or exchange-for-related-positions transactions, block trades, over-the-counter derivative instruments, including cleared OTC derivatives and cleared swaps) (collectively “Contracts”);

RESOLVED: That any [Managing Member/Manager] of this Company or any employee or agent of this Company designated by any such [Managing Member/Manager] be and hereby is authorized to act for the Company in every respect concerning the Company’s account(s) with [    ] (“Account(s)”), the authority hereby granted including the power to do each of the following acts and actions:

(a) To open one or more accounts in the name of the Company with [    ] (“Account(s)”) for the purpose of trading in Contracts and to execute in the name of the Company and deliver to [    ] a [    ] Commodity Futures Customer Agreement including the Cleared Derivatives Transactions Addendum thereto, Authorization to Transfer Funds, Execution Agreement, and any and all other agreements, documents, instruments or notices necessary or relating to the opening, maintenance and/or trading of such Account(s);

(b) To buy, sell and trade and agree to buy, sell and trade Contracts, on margin or otherwise, whether in the over-the-counter market, subject to the rules or protocols of any multilateral or other trading facility, system or platform, including any communication network or auction facility or any designated contract market or otherwise, which power to sell includes the power to sell “short”;

(c) To effect and receive payment and delivery in the performance of Contracts and any obligations undertaken in connection therewith;

(d) To deposit with and withdraw from [    ] any money, securities, commodities, Contracts and contracts for the purchase or sale of securities and other property;

(e) To receive and promptly comply with any request or demand for additional margin, any notice of intention to liquidate, and any notice or demand of any other nature;

(f) To receive and acquiesce in the correctness of notices of transactions, statements of account and other records and documents relating to the Company’s Account(s) with [    ];

(g) To borrow funds from [    ] or its affiliates to finance any transactions in Contracts effected through or with [    ];

(h) To take other such actions as may be necessary or desirable to carry out the intent of the foregoing and the satisfaction of each and every obligation of the Company in connection with the Account(s) and the transactions effected therein.

RESOLVED: That [    ] be directed to send written confirmations of all transactions in Contracts effected by [    ] for the Company and all statements of account of the Company with [    ] and other pertinent records and documents to                          (Name and Title of [Managing Member/Manager] or Agent), who is not authorized to trade in contracts with [    ] but is hereby authorized to receive and acquiesce in the correctness of such confirmations, statements, and other records and documents;

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RESOLVED: That any and all past transactions of the kind provided for by the these Resolutions which have been previously made by [    ] on behalf of or with this Company be and hereby are ratified, confirmed and approved in all respects; and

RESOLVED: That [    ] and any interested third party are authorized to rely and act upon the authority of these Resolutions until receipt by [    ] of a certificate showing recession, amendment or modifications thereof and signed by the [Managing Member/Manager] of this Company, and that this Company will indemnify [    ] and hold [    ] harmless from and against any liability, loss, cost or expenses it incurs in continuing to act in reliance upon these Resolutions prior to its actual receipt of any such certificate.”

IN WITNESS WHEREOF, we have hereunto subscribed our names this          day of                         ,         _.

[Managing Members/Managers]:

(Signature)	(Signature)
(Name & Title – Please Print)	(Name & Title – Please Print)
(Signature)	(Signature)
(Name & Title – Please Print)	(Name & Title – Please Print)

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**FOR ERISA ACCOUNTS ONLY**

ERISA APPENDIX

EMPLOYEE BENEFIT PLAN REPRESENTATIONS AND AUTHORIZATION

                     (the “Customer”) and                      (the “Investment Advisor”), in its individual capacity, as well as in its capacity as agent on behalf of Customer, acknowledge that [    ] (“[    ]”) is entering into this Agreement in reliance on the representations and warranties in this ERISA Appendix. Unless otherwise specified in this ERISA Appendix all capitalized terms used herein shall have the meanings as defined in the Commodity Futures Customer Agreement (the “Agreement”).

1. Definitions The capitalized terms herein shall have the following definitions:

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

“Plan” means an employee benefit plan as defined in Section 3(3) of ERISA, subject to Title I of ERISA, or an entity the assets of which constitute assets of such plan or plans.

“Investment Management Agreement” shall mean the investment management agreement between the Customer and Investment Advisor.

“IRS Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

“Plan Sponsor” means the entity specified herein, if any.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“QPAM” means a “qualified professional asset manager” within the meaning of Part V of the QPAM Exemption.

“QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 May 13, 1984 (Amended on October 10, 1985 (50 FR 41430)) issued by the United States Department of Labor, as amended.

“Trust” means each employee benefit plan trust established by its relevant trust agreement and that is, or invests through, Customer.

2. Customer and Investment Advisor, in its individual capacity, as well as in its capacity as agent on behalf of Customer each represents and warrants to [    ], on the date of the Agreement and on each date through the date the Agreement terminates, that:

(a) Status of Advisor. The Investment Advisor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization, is a QPAM with respect to Customer, is properly registered as an investment advisor under the Investment Advisors Act of 1940, and had full power, authority and legal right to enter into the Investment Management Agreement at the time of its execution, (which power, authority and legal right it continues to possess on the date of this Agreement and on each date through the date this Agreement terminates); and the Investment Management Agreement has been duly executed and delivered by all the parties thereto and constitutes the legal, valid, and binding obligation of the Investment Advisor, enforceable against the Investment Advisor in accordance with the terms thereof;

32

(b) Powers of the Investment Advisor. The Investment Advisor, as QPAM for Customer, has the exclusive authority and control under the Investment Management Agreement to negotiate, approve, and execute this Agreement and any other documentation relating to this Agreement and all Contracts and transactions hereunder (collectively, “Transactions”), to make all investment decisions for and on behalf of Customer, to enter into Transactions hereunder on behalf of Customer, and to cause Customer to perform its obligations under this Agreement and respecting those Transactions and has taken all necessary action to authorize such execution, delivery and performance;

(c) Investment Guidelines. The Transactions entered into hereunder comply in all respects with any and all investment guidelines and restrictions applicable to Customer, as amended, supplemented, updated or otherwise modified from time to time, set forth in: (a) the applicable governing documents; (b) the Investment Management Agreement; and (c) any other rule, law, regulation, similar guideline or other document governing the investment by Customer of its assets;

(d) General Exemption. The requirements and conditions of Part I “General Exemption” of the QPAM Exemption have otherwise been met with respect to this Agreement and each Transaction, and such exemption fully exempts the execution, delivery, and performance of this Agreement and each Transaction (and the possession and exercise of each right, remedy, authority, or obligation with respect thereto) from the prohibitions of Section 406 of ERISA and Section 4975 of the IRS Code.

(e) Non-Fiduciary Status. (a) Customer and the Investment Advisor understand and agree that: (i) [    ] is not undertaking to provide impartial investment advice, or give advice in a fiduciary capacity, in connection with a Transaction; and (ii) [    ] has and its affiliates have a financial interest in Customer entering into the Agreement and each Transaction and will receive compensation in connection therewith as set forth in the Agreement; (b) the Investment Advisor is independent within the meaning of 29 CFR § 2510.3-21(c)(1), a fiduciary under ERISA or Section 4975 of the IRS Code, or both, with respect to the Transaction, and is responsible for exercising independent judgment in evaluating each Transaction; (c) [    ] is not receiving a fee or other compensation directly from Customer, any Plan fiduciary, Plan participant or beneficiary for the provision of investment advice (as opposed to other services) in connection with the Transaction; and (d) the Investment Advisor is capable of evaluating investment risks independently, both in general and with regard to particular Transactions.

(f) Adequate Consideration. The Investment Advisor will enter into each Transaction only if and to the extent it has concluded that in connection with the Transaction, Customer will receive no less nor pay no more than “adequate consideration” within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the IRS Code.

(g) Collateral. Customer and the Investment Advisor each agree that no assets held by or on behalf of [    ] as Collateral pursuant to a pledge by Customer under Section 6(f) of the Agreement shall be regarded, while so held, as “plan assets” within the meaning of Title I of ERISA or Section 4975 of the IRS Code. The Investment Advisor considered and authorized the use by [    ] of any assets held by or on behalf of [    ] as Collateral pursuant to a pledge by Customer under Section 6(f) of the Agreement as part of and in the context of negotiating the Agreement and each Transaction.

(h) No Violation of Similar Law. The execution, delivery and performance of the Agreement and the Transactions will not constitute or result in a violation of any law, rule or restriction similar to Section 406 of ERISA and/or Section 4975 of the IRS Code applicable to Customer.

33

(Name of Customer — Please Print)

(Signature)                (Date)

(Name & Title — Please Print)

(i) Written Notice. Customer will immediately provide written notice to [    ] upon becoming aware that any of the representation s and warranties in this ERISA Appendix are or will become untrue or incorrect.

3. Event of Default. It shall also constitute an “Event of Default” for purposes of the Agreement if any representation or warranty made or deemed made by the Investment Advisor herein to [    ] proves false or misleading when made or deemed made, or if the Investment Advisor defaults on any obligation hereunder.

[If the Customer is an individual employee benefit plan add Section 4 and 5 below):

4. Sufficiency of Assets. Advisor will not enter into a Contract or Transaction under the Agreement that may cause the assets of the Plan under the Advisor’s authority and control to be insufficient to satisfy the obligations of the Plan with respect to such Contract or Transaction.

5. Recourse. Customer acknowledges and agrees that sufficient assets of the Trust of the Plan Sponsor, including assets not under the Advisor’s management, are and shall at all times be available to satisfy Customer’s obligations under this Agreement.]

IN WITNESS WHEREOF, the parties have executed this ERISA Appendix on the respective dates specified below with effect from the date specified in the Agreement.

[    ] may rely upon the foregoing representations and warranties until such time as [    ] shall be notified otherwise in writing.

Dated this              day of                     , 201        

[INVESTMENT ADVISOR], on its own behalf and on behalf of [CUSTOMER]

By:    ______________________________

Name:

Title:    

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INCUMBENCY CERTIFICATE

I,                 , the duly elected                  of                  (the “Company”) do hereby certify the following:

                 is the duly elected                 of the Company, and has the authority to enter into and execute contracts and acknowledgments for and on behalf of the Company; and,

Specifically,                  is authorized to execute the following contracts and acknowledgments for and on behalf of the Company:

• Commodity Customer Agreement by and between [ ] and the Company

• Cleared Derivatives Addendum to the Commodity Customer Agreement by and between [ ] and the Company

• Commodity Futures Trading Commission Risk Disclosure Statement Acknowledgment

The signature of                  is as it appears below:

IN WITNESS WHEREOF, I do hereby certify that the foregoing is true and correct as of the date hereof.

By:

Name:

Title:

Dated:                    , 201    

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EX-10.5

Exhibit 10.5

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this “Agreement’) is made as of this          day of October, 2017, by and between Metaurus Equity Component Trust (the “Trust”), a trust formed under the laws of Delaware, and SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation.

WHEREAS, the Trust is comprised of one or more separate series (each, a “Fund” and collectively, the “Funds”) as set forth on Schedule A hereto; and

WHEREAS, each Fund has registered with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “1933 Act”) to issue common units of fractional undivided beneficial interest (“Shares”); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and in all states and other jurisdictions in which it is required in order to conduct business and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”); and

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and intending to be legally bound, the parties hereby agree as follows:

SECTION 1 APPOINTMENT

The Trust hereby appoints Distributor as its distributor of Creation Units of each Fund, and to provide such other services in accordance with the terms set forth in this Agreement. As used in this Agreement, the term, “Creation Unit” means an aggregation of a specified number of Shares of a Fund, as specified in the applicable Registration Statement (as defined below). Distributor accepts such appointment and agrees to furnish certain related services as set forth in this Agreement.

SECTION 2 SOLICITATION OF SALES AND OTHER SERVICES

2.01 Solicitation of Sales. The Trust grants to Distributor the right to sell Creation Units of shares of the series funds of the Trust, provided that such Fund shares are authorized for issue, at the applicable net asset value, in accordance with the Prospectus, as agent and on behalf of the Trust, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states (“Blue Sky Laws”). As used in this Agreement, the term, “Prospectus” means each Fund’s current prospectus and statement of additional information included in the Trust’s Form S-1 registration statement filed with the SEC, as supplemented and/or amended from time to time (the “Registration Statement”).

2.02 Other Services. Without limiting the foregoing, the Distributor will perform or supervise the performance by others of the additional services set forth herein, including those set forth in Schedule B, attached hereto. If the Distributor delegates any obligations hereunder, it shall be solely responsible for ensuring all such delegates comply with the terms of this Agreement, and the Distributor shall remain responsible for and subject always to the limitations set forth herein, liable to reimburse the Trust for any losses due to any non-compliance by such delegates with the terms of this Agreement or applicable law.

SECTION 3 REPRESENTATIONS, WARRANTIES AND COVENANTS

3.01 Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that:

(a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement;

(b) its execution, delivery and performance of this Agreement has been duly authorized by the Trust, and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms;

(c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals, in good faith and within a timely manner;

(d) (i) it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its sponsor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition or its ability to perform its obligations under this Agreement, (ii) its entering into this Agreement does not conflict with, constitute a default of or require a consent under any provision of any agreement or instrument to which the Trust or any of its Funds is a party or by which it or any of such Funds are bound and (iii) there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets;

(e) The organization and offering expenses comply with applicable law including, without limitation, the provisions of FINRA Rule 2310, or any successor rule applicable to direct participation programs, to the extent applicable;

(f) upon request by the Distributor, it will provide to the Distributor (i) responses to questionnaires or similar due diligence information requests, and (ii) reasonable access, through teleconference and at no cost to the Distributor during regular business hours, to its personnel and agents for the Distributor to be carry out due diligence with respect to compliance with the terms of this Agreement and applicable law including, without limitation, the provisions of FINRA Rule 2310;

(g) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including the Bank Secrecy Act, as amended by the USA PATRIOT Act and similar laws and regulations established or enforced by the U.S. Treasury Department, the Office of Foreign Asset Control (“OFAC”), the Financial Crimes and Enforcement Network (“FinCEN”) and the SEC;

(h) (i) the Registration Statement and each Fund’s Prospectus has been prepared and all sales literature and advertisements created by or on behalf of the Trust or other materials prepared by or on behalf of the Trust for use in connection with the sale or marketing for sale of any Fund (“Sales Literature and Advertisements”) shall be prepared in conformity with all applicable laws and regulations (including, without limitation, the 1933 Act, and the rules and regulations of the SEC), (ii) all statements of fact contained in the Registration Statement, each Prospectus and all Sales Literature and Advertisements are or will be true and correct in all material respects at the time indicated in such documents or the effective date, as the case may be, and none of such documents shall include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in any such document not misleading;

(i) it will notify the Distributor as soon as reasonably practical of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Registration Statement or amendment or supplement to any Prospectus, or of any stop order suspending the effectiveness of the Registration Statement;

(j) it will provide Distributor with the opportunity to review and comment on each piece of Sales Literature and Advertisement thereto at least one week prior to proposed use of the same and will not use or permit another party to use any Sales Literature and Advertisements unless and until the Distributor has approved the use of such material;

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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF

SEI INVESTMENTS DISTRIBUTION CO.

(k) it will provide Distributor with the opportunity to review and comment on each Registration Statement and amendment or supplement thereto at least one week prior to filing the same with an applicable regulatory body;

(l) it will use reasonable efforts to provide Distributor with the opportunity to review and comment on any exemptive application or amendment thereto at least two weeks prior to filing the same with an applicable regulatory body (but the Trust shall not be required to accept such comments);

(m) it shall fully cooperate with requests from government regulators and the Distributor for information, including but not limited to information relating to customers, transactions involving the Creation Units and fees and expenses of Trust, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and

(n) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Creation Units, the Trust shall promptly notify the Distributor of such fact in advance and in writing prior to the time on which the Trust desires to cease offering the Creation Units.

3.02 Representations, Warranties and Covenants of Distributor. The Distributor hereby represents, warrants and covenants as follows:

(a) it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms;

(b) it is not a party to any, and to the best of its knowledge and belief, there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it which are reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or regulatory restriction imposed upon it or any of its properties or assets that are reasonably likely to have a material effect upon its business or financial condition;

(c) information about litigation to which the Distributor or any of its affiliates or control persons is a party will be set forth in SEI Investments Company’s (NASDAQ: SEIC) periodic SEC filings in accordance with the rules of the SEC and will be publicly available in filings on Forms 10-Q, 10-K and 8-K from time to time;

(d) it has and shall maintain net capital of not less than that required by Rule 15c3-1 under the Securities Exchange Act of 1934, as amended, or any successor provision;

(e) it shall deliver or cause to be delivered a Prospectus to persons purchasing Shares in Creation Units and shall maintain records of both orders placed with the Distributor and confirmations of acceptance furnished by the Distributor;

(f) it shall not distribute any information or make any representations about the Trust or the Funds other than those contained in the Registration Statement, Prospectuses of the Funds filed with the SEC, shareholder reports or other Sales Literature and Advertisements authorized by the Trust or its representative for use by the Distributor; and

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SEI INVESTMENTS DISTRIBUTION CO.

(g) it will act in material compliance with all applicable FINRA anti-money laundering rules as they relate to the services of the Distributor performed pursuant to this Agreement. The Distributor represents that it has in place anti-money laundering procedures which comply with applicable law in jurisdictions in which Shares are distributed. The Distributor agrees to notify the Trust of any suspicious activity of which it becomes aware relating to transactions involving Shares. The Distributor also agrees to use reasonable efforts to remedy, as promptly as practicable, any material deficiency in its anti-money laundering policies of which it learns. Upon reasonable request, the Distributor agrees to provide the Trust with documentation relating to its anti-money laundering policies and procedures. The Distributor shall include specific contractual provisions regarding anti-money laundering compliance obligations in agreements entered into by the Distributor with any dealer that is authorized to effect transactions in Shares.

SECTION 4 ISSUANCE AND REGISTRATION OF SHARES

4.01 Issuance of Shares. Upon receipt of purchase orders in proper form, the Trust agrees to issue Creation Units of each Fund and to request the Depository Trust Company (“DTC”) to record on its books the ownership of the Shares constituting such Creation Units in accordance with the book-entry system procedures described in each Prospectus in such amounts as the Distributor has requested through the Trust’s transfer agent in writing or other means of data transmission, as promptly as practicable after receipt by the Trust of the requisite deposit securities and other deposit instruments and cash components (together with any fees) and acceptance of such order, upon the terms described in the Registration Statement.

4.02 Registration of Shares. The Trust agrees that it will take all action necessary to register or qualify Shares under the federal and state securities laws so that there will be available for sale the number of Shares necessary in connection with the number of Creation Units the Distributor may reasonably be expected to sell and to pay all fees associated with said registration. The Trust will make available to the Distributor such number of copies of its Prospectus as the Distributor may reasonably request. The Trust will furnish to the Distributor copies of all information, financial statements and other papers held by the Trust which the Distributor may reasonably require for use in connection with the distribution of Creation Units of the Trust.

SECTION 5 AGREEMENTS WITH AUTHORIZED PARTICIPANTS

The Distributor will enter into agreements (each, an “Authorized Participant Agreement”) with authorized participants that are reasonably acceptable to the Trust and the Distributor for the creation and redemption of Creation Units of a Fund. Each authorized participant shall be a registered broker/dealer that is a participant in DTC. Each Authorized Participant Agreement will include such terms and conditions as the Distributor will deem necessary or appropriate from time to time.

SECTION 6 EXPENSES

6.01 Trust Expenses. The Trust will pay all fees and expenses (i) in connection with the preparation, setting in type and filing of any Prospectus under the 1933 Act and amendments for the issue of its Shares or Creation Units; (ii) in connection with the registration and qualification of Shares for sale in the various states in which the Trust’s sponsor will determine advisable to qualify such Shares for sale; (iii) of preparing, setting in type, printing and mailing any report or other communication to shareholders or authorized participants of the Trust in their capacity as such; and (iv) of preparing, setting in type, printing and mailing any Prospectus sent to existing shareholders or authorized participants.

6.02 Distributor Expenses. Distributor will pay all of its costs and expenses (other than expenses and costs deemed payable by the Funds and other than expenses which one or more authorized participants may bear pursuant to any agreement with Distributor) incurred by it in connection with the performance of its services hereunder.

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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF

SEI INVESTMENTS DISTRIBUTION CO.

SECTION 7 COMPENSATION

As compensation for providing the services under this Agreement, the Trust will pay Distributor the fees set forth in Schedule C hereto. Notwithstanding anything in this Agreement to the contrary, the Distributor and its affiliates may receive compensation or reimbursement from the Trust or the Trust’s sponsor or its affiliates with respect to any services not included under this Agreement, as may be agreed upon by the parties from time to time. The parties acknowledge, that to the extent the Trust lacks sufficient resources to pay the fees (or other expenses) payable to Distributor, the Trust’s sponsor or its affiliates may make such payment to Distributor from the past profits or other resources of the Trust’s sponsor, including management fees paid by the Trust, or from the Trust’s sponsor’s unitary fee, if applicable.

SECTION 8 INDEMNIFICATION; CONTRIBUTION

8.01 Indemnification of Distributor. The Trust agrees to indemnify, defend and hold harmless, the Distributor, each of its directors, officers, principals, representatives, employees and each person, if any, who controls, is controlled by or is under common control with, the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the “Distributor Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which any of the Distributor Indemnified Parties may become subject, arising out of or based upon (i) any claim that the Registration Statement or any Prospectus, shareholder report, item of Sales Literature and Advertisements, other information filed or made public by the Trust or any document incorporated by reference into any of the foregoing (collectively, the “Covered Documents”) included or includes an untrue statement of a material fact or that any Covered Documents omitted or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Distributor for any legal or other expenses reasonably incurred by the Distributor in connection with investigating or defending any such action or claim as such expenses are incurred or (ii) any claims of infringement or misappropriation of the intellectual property rights of a third party against the Distributor arising out of or based on the use by the Distributor of any intellectual property of such third party, including, without limitation, indexes, strategies or trademarks that serve as the basis for the Funds or are used by the Funds (the “Intellectual Property”) in connection with its duties as Distributor pursuant to this Agreement, regardless of whether such third party’s rights or claims of rights to such Intellectual Property were disclosed to Distributor and (iii) any breach of any representation, warranty or covenant made by the Trust in this Agreement; provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises directly out of or is directly based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Covered Documents about the Distributor in reliance upon and in conformity with written information furnished to the Trust by the Distributor expressly for use therein or the Gross Negligence or willful misconduct of the Distributor. Notwithstanding the foregoing, any person under common control with the Distributor within the meaning of Section 15 of the 1933 Act will not be considered a Distributor Indemnified Party unless such person assists the Distributor with providing services under this Agreement. Gross Negligence means a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others, and not merely a lack of due care.

8.02 Indemnification of the Trust. Distributor will indemnify and hold harmless the Trust, each of their officers, employees and each person, if any, who controls, is controlled by or is under common control with, the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Trust Indemnified Parties”) from and against any and all losses, claims, damages or liabilities, joint or several, whatsoever (including any investigation, legal or other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Trust Indemnified Parties may become subject (i) to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Covered Document, in reliance upon and in conformity with written information furnished to the Trust by the Distributor expressly for use therein; or (ii) due to the Gross Negligence or willful misconduct of the Distributor.

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8.03 Indemnification Procedures.

(a) If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an “Indemnified Party” and collectively, the “Indemnified Parties”), in respect of which indemnity may be sought against the other party hereto, such Indemnified Party shall promptly notify the indemnifying party in writing, and the indemnifying party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced by such failure.

(b) Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any impleaded party) included such Indemnified Party and the indemnifying party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party or which may result in a conflict of interest (in which case if such Indemnified Party notifies the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties (in addition to local counsel).

(c) No indemnifying party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if such action is settled with the written consent of the indemnifying party, or if there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the indemnifying party agrees to indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

(e) The obligations of the indemnifying party under this Section 8 shall be in addition to any liability that the indemnifying party may otherwise have.

8.04 Contribution. If the indemnification provided for in this Section 8 is insufficient or unavailable to any Indemnified Party under this Section 8 in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Trust on the one hand and the Distributor on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the Indemnified Party failed to give the notice required under Section 8.03(a), above, then each indemnifying party shall contribute to such amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Trust on the one hand and the Distributor on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Trust on the one hand and the Distributor on the other

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shall be deemed to be in the same proportion as the amount of gross proceeds received by the Trust from the offering of the Shares under this Agreement (expressed in dollars) bears to the net profits received by the Distributor under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Trust on the one hand or the Distributor on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Trust and the Distributor agree that it would not be just and equitable if contributions pursuant to this Section 8.04 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to herein. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

8.05 Consequential Damages. Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto for any punitive, consequential, special or indirect losses or damages.

SECTION 9 TERM AND TERMINATION

This Agreement will be effective upon its execution, and, unless terminated as provided, will continue in force for two years and thereafter from year to year, provided that such annual continuance is approved by the Trust. This Agreement may be terminated at any time without penalty by either party upon not less than sixty days prior written notice to the other party; and shall automatically terminate upon its assignment. In the event the Trust gives notice of termination, all expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor service provider, and all trailing expenses incurred by Distributor, will be borne by the Trust. The provisions of Sections 8, 9 and 10 shall survive any termination of this Agreement.

SECTION 10 MISCELLANEOUS

10.01 Records. The books and records pertaining to the Trust, which are in the possession or under the control of Distributor, will be the property of the Trust. Such books and records will be prepared and maintained as required under applicable laws, rules and regulations. The Trust and its authorized persons will have access to such books and records at all times during the Distributor’s normal business hours. Upon the reasonable request of the Trust, the Distributor will make available copies of such books and records to the Trust or its authorized persons, at the Trust’s expense.

10.02 Independent Contractor. The Distributor will undertake and discharge its obligations hereunder as an independent contractor. Neither Distributor nor any of its officers, directors, employees or representatives is or will be an employee of the Trust or a Fund in connection with the performance of Distributor’s duties hereunder. Any obligations of Distributor hereunder may be performed by one or more third parties or affiliates of Distributor that are selected and monitored by the Distributor with due care but provided that the Distributor will continue to be fully liable for performance of such services in accordance with the terms of this Agreement and applicable law.

10.03 Notices. All notices provided for or permitted under this Agreement will be deemed effective upon receipt, and will be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below. Notices to the Distributor will be sent to the attention of: General Counsel, SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Notices to the Trust will be sent to Metaurus Equity Component Trust, 510 Madison Avenue, New York, New York 10022.

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10.04 Dispute Resolution. Except in respect to action for injunctive relief, whenever either party desires to institute legal proceedings against the other party concerning this Agreement, it will provide written notice to that effect to such other party. The party providing such notice will refrain from instituting said legal proceedings for a period of thirty (30) days following the date of provision of such notice. During such period, the parties will attempt in good faith to amicably resolve their dispute by negotiation among their executive officers.

10.05 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be amended or waived only by an instrument in writing signed by the party against which enforcement of such amendment or waiver is sought.

10.06 Non-Solicitation. During the term of this Agreement and for a period of one (1) year afterward, the Trust will not recruit, solicit, employ or engage, for the Trust or any other person, any employee of the Distributor or any of its affiliates.

10.07 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1933 Act or the CEA, the latter will control. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the nonexclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania or the United States District Courts for the Eastern District of Pennsylvania for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

10.08 Counterparts. This Agreement may be executed in two or more counterparts, all of which will constitute one and the same instrument. Each such counterpart will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement will be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original, scanned or facsimile signatures of each of the parties.

10.09 Force Majeure. No breach of any obligation of a party to this Agreement (other than obligations to pay amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; act of terrorism, earthquake or natural disaster, provided that the Distributor shall have commercially reasonable business continuity plan procedures in place to avoid and remediate any such breaches. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

10.10 Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that

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the court making such determination will have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement will be enforceable as so modified.

10.11 Confidential Information.

(a) Each of the Distributor and the Trust (each, in such capacity, the “Receiving Party”) acknowledges and agrees to maintain the confidentiality of Confidential Information (as hereinafter defined) provided to the Receiving Party by the other party hereto (in such capacity, the “Disclosing Party”) in connection with this Agreement. The Receiving Party will not disclose or disseminate the Disclosing Party’s Confidential Information to any Person other than (i) those directors, officers, employees, agents, contractors, subcontractors and licensees of the Receiving Party, or (ii) with respect to the Distributor as a Receiving Party, to those employees, agents, contractors, subcontractors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations, or to permit the Receiving Party to exercise its rights, under this Agreement. In addition, the Receiving Party (x) will take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (y) will not use the Disclosing Party’s Confidential Information, or authorize other Persons to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations or exercising its rights hereunder. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps will in no event be less than a reasonable standard of care.

(b) The term “Confidential Information,” as used herein, will mean all business strategies, plans and procedures, proprietary information, methodologies, product design structures, data and trade secrets, and other confidential information and materials (including, without limitation, any non-public personal information as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement.

(c) Notwithstanding anything to the contrary herein, the provisions of this Section 10.11 respecting Confidential Information will not apply to the extent, but only to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) publicly available at or following the time it is received from the Disclosing Party through no wrongful act of the Receiving Party or any third party; (d) independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party will advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

(d) The Receiving Party will advise its directors, officers, employees, agents, contractors, subcontractors and licensees, and will require its agents and affiliates to advise their directors, officers, employees, agents, contractors, subcontractors and licensees, of the Receiving Party’s obligations of confidentiality and non-use under this Section 10.11, and will be responsible for ensuring compliance by its and its affiliates’ directors, officers, employees, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party will require all persons that are provided access to the Disclosing Party’s Confidential Information, other than the Receiving Party’s accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 10.11. The Receiving Party will promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information by such persons.

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(e) Upon the Disclosing Party’s written request following the termination of this Agreement, the Receiving Party promptly will return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, (a) the Receiving Party may retain one copy of each item of the Disclosing Party’s Confidential Information for purposes of identifying and establishing its rights and obligations under this Agreement, for archival or audit purposes and/or to the extent required by applicable law, and (b) the Distributor will have no obligation to return or destroy Confidential Information of the Trust that resides in save tapes of Distributor; provided, however, that in either case all such Confidential Information retained by the Receiving Party will remain subject to the provisions of this Section 10.11 for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party will certify in writing its compliance with the provisions of this paragraph.

10.12 Use of Name.

(a) The Trust will not use the name of the Distributor, or any of its affiliates, in any Prospectus, sales literature, and other material relating to the Trust in any manner without the prior written consent of the Distributor; provided, however, that the Distributor hereby approves all lawful uses of the names of the Distributor and its affiliates in the Prospectus of the Trust and in all other materials which merely refer in accurate terms to their appointment hereunder or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

(b) Neither the Distributor nor any of its affiliates will use the name of the Trust in any publicly disseminated materials, including sales literature, in any manner other than with respect to representative client lists, without the prior written consent of the Trust (which will not be unreasonably withheld); provided, however, that the Trust and each Fund hereby approves all lawful uses of its name in any required regulatory filings of the Distributor which merely refer in accurate terms to the appointment of the Distributor hereunder, or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

10.13 Insurance. The Trust hereby represents that it maintains adequate insurance coverage with respect to its responsibilities pursuant to this Agreement, including commercially reasonable fidelity bond(s) as well as errors and omissions, directors and officers, and professional liability insurance. All of the foregoing policies shall be issued by insurance companies having an “A minus” rating or better by A.M. Best Trust or an equivalent Standard & Poor’s rating. The Trust shall furnish Certificates of Insurance evidencing all of the foregoing insurance coverage upon execution of this Agreement, and annually upon the written request of the Distributor The Trust shall promptly inform the Distributor of any material changes to its policies, endorsements or coverage.

*****

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IN WITNESS WHEREOF, the Trust and Distributor have each duly executed this Agreement, as of the day and year above written.

METAURUS EQUITY COMPONENT TRUST       SEI INVESTMENTS DISTRIBUTION CO.

By: By:

Name: Title: Name: Title:

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SCHEDULE A

List of Funds

U.S. Equity Cumulative Dividends Fund – Series 2027

U.S. Equity Ex-Dividend Fund – Series 2027

SCHEDULE B

Additional Services

FINRA Review

• Review and approve all sales and marketing materials for compliance with applicable SEC and FINRA rules, applicable law and consistency with the Prospectus (for the avoidance of doubt, to the extent a Fund utilizes a free writing prospectus and is not a seasoned issuer, it is the duty of the Fund to file with the SEC its free writing prospectus and notify SIDCO of such filing)

• Conduct timely FINRA filing of materials

• Timely respond to FINRA comments on marketing materials

Other Services

• Forward any pending or threatened enforcement actions, deficiencies, litigation, disputes or other Actions or any customer complaints concerning the Trust received by the Distributor to the Trust, assist in resolving customer complaints, and maintain a log of such complaints as required by applicable law;

• Keep and maintain all books and records relating to the services provided by the Distributor under this Agreement in accordance with applicable law;

• Coordinate and execute Authorized Participant Agreements pursuant to Section 5 of this Agreement;

SCHEDULE C

Fees

The Distributor will receive from the Trust, to the extent available pursuant to Section 7 hereof, fees in the amount of $[ ] annually, payable in equally monthly installments of $[ ] on the 5th business day of each month, and to the extent not available, the Distributor will look solely to the Trust’s sponsor or its affiliates for the payment of such fees.

EX-10.6

Exhibit 10.6

DISTRIBUTION SERVICES AGREEMENT

THIS DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made as of this          day of October, 2017 (“Effective Date”) by and between Metaurus Advisors LLC (the “Sponsor”), a limited liability company organized under the laws of the state of Delaware, and SEI Investments Distribution Co., a corporation organized under the laws of the Commonwealth of Pennsylvania (“SIDCO”).

WHEREAS, the Sponsor serves as sponsor to Metaurus Equity Component Trust, a statutory trust organized under the laws of the state of Delaware (the “Trust”);

WHEREAS, the Trust has entered into a Distribution Agreement with SIDCO for the distribution by SIDCO of shares of beneficial interest (“Shares”) of the series of exchange traded funds comprising the Trust (the “Funds”);

WHEREAS, the Sponsor and SIDCO desire to enter into this Agreement pursuant to which SIDCO will perform certain services for the Sponsor with respect to baskets of shares of the various Funds (“Creation Units”) as described and defined in the Funds’ prospectus (“Prospectus”). As used in this Agreement, the term “Prospectus” means any prospectus, registration statement, statement of additional information, proxy solicitation and tender offer materials, annual or other periodic report of the Funds or any advertising, marketing, shareholder communication, or promotional material generated by the Funds or the Sponsor from time to time, as appropriate, including all amendments or supplements thereto; and

NOW THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, and intending to be legally bound, the parties hereto agree as follows:

SECTION 1 SERVICES PROVIDED BY SIDCO

1.01. Services. The Sponsor hereby appoints SIDCO to perform, and SIDCO agrees to perform (and may delegate or sub-contract, as provided below) the services set forth in this Agreement, including the services set forth in Schedule A of this Agreement (collectively, the “Services”).

1.02. Modifications to the Services. In the event that the Funds or the Sponsor desire to implement any changes related to the Services set forth herein (including, without limitation, changes to fees, CUSIPs, fund names, order cut-off times and affirmation/confirmation disclosure), the Sponsor shall provide written notice of such requested changes to SIDCO at least two weeks prior to the proposed effectiveness of such change to enable SIDCO to evaluate the impact that such change will have on SIDCO’s operating procedures, if any. SIDCO shall have no obligation to implement any requested changes to the Services unless such changes are specifically agreed in writing. In the event that SIDCO agrees to implement the proposed changes, SIDCO shall promptly notify the Sponsor of any corresponding changes to the Services or fees set forth in this Agreement, and if the proposed changes require modification of SIDCO’s operating procedures SIDCO shall notify Sponsor of such changes to its operating procedures.

SECTION 2 REPRESENTATIONS, WARRANTIES AND COVENANTS

2.01. Representations and Warranties by the Sponsor. The Sponsor represents and warrants on behalf of itself and, if applicable, the Funds that:

2.01.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby;

2.01.02. the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby;

2.01.03. this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms;

2.01.04. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition;

2.01.05. there is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;

2.01.06. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; and

2.01.07. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations.

2.02. Covenants by Sponsor. During the term of this Agreement, the Sponsor hereby covenants and agrees that it shall or it shall cause the Funds to:

2.02.01. provide SIDCO with any requested due diligence materials and copies of, or access to, any documents that SIDCO may reasonably request and notify SIDCO as soon as possible of any matter materially affecting SIDCO’s performance of the Services under this Agreement;

2.02.02. provide reasonable assistance, if requested by SIDCO, to facilitate SIDCO’s receipt of a current and complete Authorized Trader Form and an AP Authorization Form from each authorized participant, each substantially in the form attached hereto as Schedule B or such other documents or forms as the parties agree are appropriate to memorialize the authorization of an Authorized Participant (as defined below) to transact with the Sponsor and of the agent of the AP to bind the AP;

2.02.03. use reasonable efforts to cause the index receipt agent, transfer agent and/or DTC to provide SIDCO with all necessary information so that SIDCO may perform its obligations under the Agreement;

2.02.04. support or cause the Funds’ index receipt agent and/or transfer agent to support the servicing of the shareholders, in connection therewith the index receipt agent, transfer agent or the Sponsor will provide an adequate number of persons during normal business hours to respond to telephone inquiries concerning the Funds and/or the Shares;

2.02.05. select and identify persons (referred to herein as, an “Authorized Participant”) with whom the Sponsor desires SIDCO to enter into Authorized Participant Agreements to create and redeem Shares and reasonably cooperate, if requested by SIDCO, in connection with the execution of such agreements, including, without limitation, by providing SIDCO’s standard Authorized Participant Agreement to such persons;

2.02.06. report to SIDCO any and all actions or inactions by any Authorized Participant that (i) fail to comply with the terms of any Authorized Participant agreement, (ii) violate any applicable laws of any governmental authorities, including the NASD’s Conduct Rules, or (iii) violate any other agreements or procedures with which such Authorized Participant is required to comply;

2.02.07. review and confirm all trade activity and report any errors with respect to the same within 24 hours of such trading activity;

2.02.08. administer on behalf of the Funds the Funds’ creditworthiness standards for Authorized Participants, which SIDCO can assume have been satisfied before the placement of an order by an Authorized Participant and upon which SIDCO can rely without inquiry;

2.02.09. be responsible for the costs of printing and mailing prospectuses to the NYSE ARCA (and any other national stock exchange on which the Shares may be listed), an Authorized Participant or any agent of an Authorized Participant for the purposes of providing prospectuses to prospective Authorized Participants or purchasers of exchange traded Shares in the secondary market;

2.02.10. notify SIDCO promptly in writing in the event that the applicable prospectus is or, to the extent known by the Sponsor, will be, modified in a manner that materially impacts the Services provided by SIDCO pursuant to this Agreement;

2.02.11. if applicable, provide SIDCO with the information necessary to calculate the variable transaction fee (as described in the Authorized Participant Agreement) and, each trading day, provide SIDCO with Sponsor’s estimate of the variable transaction fees against which SIDCO will reconcile its calculations of the same fees;

2.02.12. it will address complaints with respect to the Shares and/or the Trust received directly by the Sponsor or by the Sponsor from SIDCO or advise SIDCO concerning the particulars with respect to addressing any such complaints; and

2.02.13. it will promptly notify SIDCO in the event of any changes to the representations and warranties made hereunder.

2.03. Representations and Warranties and Covenants by SIDCO. SIDCO represents, warrants and agrees with the Sponsor as follows:

2.03.01. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby;

2.03.02. the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby;

2.03.03. this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms;

2.03.04. it will promptly notify the Sponsor of any customer complaint relating to any Fund and of any pending, anticipated or threatened litigation, regulatory or self-regulatory investigations or enforcement actions relating to this Agreement, the Services provided herein or any Fund and, in addition, hereby covenants to the Sponsor that information about litigation to which SEI Investments Company or its affiliates is a party will be set forth in SEI Investments Company’s periodic filings with the Securities and Exchange Commission (the “SEC”) in accordance with the rules of the SEC and will be publicly available on filings on Forms 10-Q, 10-K and 8-K from time to time;

2.03.05. there is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets;

2.03.06. it maintains and will at all times maintain net capital in excess of the amount required for it to conduct its business under Rule 15c3-1 of the Securities Exchange Act of 1934 and applicable FINRA (as defined below) rules and it is not in default under any statutory obligations whatsoever (including the payment of any tax) which materially and adversely affects, or is likely to materially and adversely affect, its business or financial condition; and

2.03.07. it is registered as a broker-dealer with the SEC and in all the U.S. states and other jurisdictions in which it is required to do business and is a member of the Financial Industry Regulatory Authority (“FINRA”). It agrees to abide by all applicable federal and state securities laws and the rules and regulations thereunder as well as the rules and regulations of FINRA, including, without limitation, the NASD Conduct Rules. Subject to applicable rules and regulations, SIDCO agrees to notify the Sponsor promptly in the event of its expulsion or suspension by FINRA, the SEC or any state or jurisdiction in which it does business, and to the extent SIDCO notifies all of its clients of any threat by FINRA, the SEC or any state or other jurisdiction of a regulatory investigation by such regulatory entity, SIDCO will notify the Trust of such investigation contemporaneous with its notification of all other clients, it being understood that updates with respect to material regulatory matters effecting SIDCO and other operating subsidiaries of SEI Investments Company (NASDAQ: SEIC) are set out in SEIC’s regular public 10-Q and 10-K filings with the SEC.

SECTION 3 COMPENSATION; REIMBURSEMENT OF EXPENSES

3.01. Compensation. The Sponsor shall pay to SIDCO for its Services described in this Agreement the fees set forth in Schedule C attached hereto, such fees to be paid monthly in advance on the first day of each calendar month.

3.02. Reimbursement of Expenses. The fees paid to SIDCO for the Services are exclusive of reimbursable expenses. The Sponsor agrees to reimburse SIDCO for SIDCO’s reasonable expenses incurred in providing the Services hereunder as set forth in Exhibit C, attached hereto.

SECTION 4 INDEMNIFICATION

4.01. Indemnification of SIDCO. The Sponsor hereby agrees to indemnify, defend and hold harmless (on an as-incurred basis), SIDCO and each of its affiliates, officers, principals, representatives, directors, employees and agents, and each person, if any, who controls such persons(each, a “SIDCO Indemnified Party”) within the meaning of Section 15 of the Securities Act of 1933 (the “1933 Act”) from and against any loss, liability, damages, cost or expense incurred by such SIDCO Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of SIDCO’s performance of the Services hereunder, including (i) any breach of any representation, warranty, covenant or undertaking made by the Sponsor in this Agreement, (ii) a failure of the Sponsor to perform any obligations set forth in this Agreement (including any written procedures prepared in connection with the performance of this Agreement), (iii) any failure by the Sponsor to comply with applicable laws, including any failure to comply with the terms of any exemptive relief with respect to the Funds, (iv) any act or omission by or on behalf of the Sponsor involving bad faith, negligence or fraud, (v) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus or any document incorporated by reference therein or filed as an exhibit thereto, or any marketing literature or materials prepared by the Sponsor with respect to the securities covered by the Prospectus or the

omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (vi) the operation of a customer contact center or similar call center by the Sponsor or one of its affiliates or agents, (vii) an Authorized Participant’s failure to initially or subsequently fulfill a Fund’s creditworthiness standards, (viii) the failure to apply or the inaccurate application of a Fund’s creditworthiness standards; (ix) SIDCO’s reliance on information contained in an Authorized Trader Form; or (x) any claim by an Authorized Participant related to SIDCO’s services; provided, however, notwithstanding the foregoing, in no event shall the Sponsor be obligated to indemnify any SIDCO Indemnified Party to the extent that such loss, liability, damages, cost or expense was caused by the Gross Negligence, fraud or bad faith of any SIDCO Indemnified Party. “Gross Negligence” means a conscious, voluntary act or omission in reckless disregard of a legal duty and the rights of, or consequences to, others, and not merely a lack of due care.

4.02. Indemnification of the Sponsor and its affiliates. SIDCO hereby agrees to indemnify, defend and hold harmless (on an as-incurred basis), the Sponsor and each of its affiliates, officers, directors, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each, an “Sponsor Indemnified Party”) from and against any loss, liability, damages, cost or expense incurred by such Sponsor Indemnified Party (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith) as a result of (i) any failure by SIDCO to comply with any applicable laws, including but not limited to the NASD Conduct Rules, or (ii) an action or omission of SIDCO involving Gross Negligence, bad faith or fraud by SIDCO.

4.03. Indemnification Procedures. In case any such action, suit, proceeding or claim for which indemnity may be payable hereunder shall be brought against a SIDCO Indemnified Party or an Sponsor Indemnified Party, as applicable (an “Indemnified Party”), and such Indemnified Party shall notify the applicable indemnifying party of the commencement thereof as promptly as practicable, such indemnifying party shall be entitled to participate in, and to the extent that such indemnifying party shall wish to assume the defense thereof, retain its own counsel reasonably satisfactory to such Indemnified Party, subject to the further provisions of this paragraph. After written notice from such indemnifying party to such Indemnified Party of its election to so assume the defense thereof, such indemnifying party shall not be liable to the applicable Indemnified Parties for any additional attorneys’ fees or other expenses of litigation, other than reasonable costs of investigation subsequently incurred by such Indemnified Parties in connection with the defense thereof, unless (i) the employment of counsel by such Indemnified Parties has been authorized in writing by such indemnifying party, such authorization not to be unreasonably withheld or delayed; (ii) such Indemnified Parties shall have obtained a written opinion of counsel reasonably acceptable to such indemnifying party that there exists a conflict of interest between such Indemnified Parties and the relevant party in the conduct of the defense of such action or that there are one or more defenses available to such Indemnified Parties that are unavailable to such indemnifying party (in which case such indemnifying party shall not have the right to direct the defense of such action on behalf of such Indemnified Parties); or (iii) such indemnifying party shall not in fact have employed counsel reasonably satisfactory to such Indemnified Parties to assume the defense of such action, in each of which cases the reasonable fees and expenses of counsel utilized by such Indemnified Parties shall be at the expense of such indemnifying party, it being understood, however, that such indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for an Indemnified Party, which firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, under the circumstances described in clause (ii) above, the applicable Indemnified Parties shall be entitled to retain an additional law firm, in any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, provided such Indemnified Parties have obtained a written opinion of counsel reasonably acceptable to the indemnifying party that a conflict of interest exists that would preclude the use of a single law firm, in which case the indemnifying party shall be liable for the reasonable fees and expenses of counsel designated by the Indemnified Parties in writing. All such fees and expenses which are at the expense of an indemnifying party hereunder shall be promptly paid by such indemnifying party.

4.04. Additional Provision Regarding Indemnification. Nothing in this Agreement shall be construed as limiting an Indemnified Party’s rights to employ counsel at its own expense or to obtain indemnification for amounts reasonably paid to adverse claimants in satisfaction of any judgments or in settlement of any actions, suit, proceeding or claims, except that no party hereto shall be liable for any settlement of any action, suit, proceeding or claim effected without its written consent. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of an Indemnified Party without such Indemnified Party’s written consent.

SECTION 5 LIMITATION OF LIABILITY

5.01. Limitation of Liability. THE DUTIES OF SIDCO SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST SIDCO. SIDCO’S AGGREGATE LIABILITY TO THE SPONSOR WILL BE LIMITED TO LOSSES ARISING OUT OF SIDCO’S OR ITS DELEGATE’S GROSS NEGLIGENCE, BAD FAITH, FRAUD, CRIMINAL MISCONDUCT OR WILLFUL MISCONDUCT WHEN PROVIDING THE SERVICES. For the avoidance of doubt, SIDCO shall have no liability related to any breach in the performance of its obligations under this Agreement due to (i) the failure or delay of the Sponsor, a Fund or either of their respective agents to perform its obligations under this Agreement or (ii) activities or statements of sales or wholesaler personnel who are employed and supervised by the Sponsor or its affiliates, (iii) any act or omission of the Funds’ transfer agent or index receipt agent, (iv) any misstatement or omission in the Funds’ registration statement, prospectus, shareholder report or other information filed or made public by the Funds or the Sponsor (as amended from time to time), provided that such misstatement or omission was not made in reliance upon, and in conformity with, information furnished to the Sponsor or the Funds by SIDCO or inserted due to the Gross Negligence or willful misconduct of SIDCO, (v) the operation of a customer contact center or similar call center by the Sponsor or one of its affiliates or agents, (vi) mistakes or errors in data provided to SIDCO by, or interruptions or delays or communications with, any other service providers to the Funds, or (vii) actions taken pursuant to any instruction (whether written or verbal) which it reasonably believes to be genuine and to have been signed or given by the proper person or persons. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, the term “SIDCO” shall include the officers, directors, employees, affiliates and agents of SIDCO as well as that entity itself.

5.02. Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER NON-DIRECT DAMAGES OF ANY KIND WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY AND REGARDLESS OF WHETHER THE PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

SECTION 6 TERM AND TERMINATION

6.01. Initial Term. The term of this Agreement shall commence as of the Effective Date and continue in full force and effect, unless earlier terminated by either party in accordance with the terms set forth in this Section 6, for 3 years (the “Initial Term”).

6.02. Renewal Term. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of 3 years (each, a “Renewal Term”).

6.03. Termination for Cause. This Agreement may be terminated by either party hereto on such date as is specified in written notice given by the terminating party, in the event of a material breach of this Agreement by the other party, provided the terminating party has notified the other party of such material breach at least sixty days prior to the specified date of termination and the breaching party has not remedied such breach by the specified date.

6.04. Other Termination. SIDCO may terminate this Agreement at any time, with or without cause, and upon written notice to the Sponsor if that certain distribution agreement between SIDCO and the Trust is terminated, or upon ninety days written notice to the Sponsor.

6.05. Survival. The provisions of Sections 4, 5, 7, and 8 shall survive termination of this Agreement.

SECTION 7 CONFIDENTIAL INFORMATION

7.01. General. SIDCO and the Sponsor (in such capacity, the “Receiving Party”) acknowledge and agree to maintain the confidentiality of Confidential Information (as hereinafter defined) provided by SIDCO and the Sponsor (in such capacity, the “Disclosing Party”) in connection with this Agreement. The Receiving Party will not disclose or disseminate the Disclosing Party’s Confidential Information to any Person other than (a) those employees, agents, contractors, subcontractors and licensees of the Receiving Party, or (b) with respect to SIDCO as a Receiving Party, to those employees, agents, contractors, subcontractors and licensees of any agent or affiliate, who have a need to know it in order to assist the Receiving Party in performing its obligations or because the Receiving Party is required to disclose such information to a regulatory or self-regulatory authority, or to permit the Receiving Party to exercise its rights under this Agreement. In addition, the Receiving Party (a) will take all reasonable steps to prevent unauthorized access to the Disclosing Party’s Confidential Information, and (b) will not use the Disclosing Party’s Confidential Information, or authorize other Persons to use the Disclosing Party’s Confidential Information, for any purposes other than in connection with performing its obligations hereunder, exercising its rights hereunder or complying with disclosure obligations under applicable law. As used herein, “reasonable steps” means steps that a party takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps will in no event be less than a reasonable standard of care.

7.02. Confidential Information. The term “Confidential Information,” as used herein, will mean all business strategies, plans and procedures, proprietary information, product structuring information, methodologies, data and trade secrets, and other confidential information and materials (including, without limitation, any non-public personal information as defined in Regulation S-P) of the Disclosing Party, its affiliates, their respective clients or suppliers, or other Persons with whom they do business, that may be obtained by the Receiving Party from any source or that may be developed as a result of this Agreement.

7.03. Exclusions. The provisions of this Section 7 respecting Confidential Information will not apply to the extent, but only to the extent, that such Confidential Information is: (a) already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party, (b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) or becomes publicly available through no wrongful act of the Receiving Party or any third party; (d) independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party; or (e) required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that the Receiving Party will advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

7.04. Duties. The Receiving Party will advise its employees, agents, contractors, subcontractors and licensees, and will require its agents and affiliates to advise their employees, agents, contractors, subcontractors and licensees, of the Receiving Party’s obligations of confidentiality and non-use under this Section 7, and will be responsible for ensuring compliance by its and its affiliates’ employees, agents, contractors, subcontractors and licensees with such obligations. In addition, the Receiving Party will require all persons that are provided access to the Disclosing Party’s Confidential Information, other than the Receiving Party’s accountants and legal counsel, to execute confidentiality or non-disclosure agreements containing provisions substantially similar to those set forth in this Section 7. The Receiving Party will promptly notify the Disclosing Party in writing upon learning of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information by such persons.

7.05. Treatment of Confidential Information upon Termination. Except as specifically set forth in Section 8.03, upon the Disclosing Party’s written request following the termination of this Agreement, the Receiving Party promptly will return to the Disclosing Party, or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof. Notwithstanding the foregoing sentence, (a) the Receiving Party may retain one copy of each item of the Disclosing Party’s Confidential Information for purposes of identifying and establishing its rights and obligations under this Agreement, for archival or audit purposes and/or to the extent required by applicable law and (b) SIDCO will have no obligation to return or destroy Confidential Information of the Sponsor that resides in save tapes of SIDCO; provided, however, that in either case all such Confidential Information retained by the Receiving Party will remain subject to the provisions of this Section 7 for so long as it is so retained. If requested by the Disclosing Party, the Receiving Party will certify in writing its compliance with the provisions of this paragraph.

SECTION 8 RECORDS

8.01. Books and Records. SIDCO shall keep and maintain all books and records which SIDCO is required to keep and maintain in connection with the Services to be provided hereunder pursuant to any applicable statutes, rules and regulations.

8.02. Ownership of Books and Records. All books and records prepared pursuant to Section 8.01 shall be the property of the Funds and SIDCO shall make such books and records available for inspection by the Sponsor and other representatives of the Sponsor or by the SEC at reasonable times upon reasonable prior notice during normal business hours.

8.03. Delivery of Books and Records. Upon request, SIDCO shall make available to the Sponsor copies of the books and records prepared pursuant to Section 8.01. SIDCO shall maintain a copy of all such documents for a period of six years from and after the date of such document’s creations, unless control of such document is given to Sponsor prior to the expiration of such six year period. At the end of such six-year period, such records and documents will be turned over to the Sponsor unless the Sponsor authorizes in writing the destruction of such records and documents.

SECTION 9 RIGHT OF OWNERSHIP

All computer programs, resources and procedures developed by SIDCO (or at SIDCO’s expense) to perform the Services to be provided by SIDCO under this Agreement are the property of SIDCO unless otherwise mutually agreed by the parties in writing.

SECTION 10 MISCELLANEOUS

10.01. Independent Contractor. SIDCO will undertake and discharge its obligations hereunder as an independent contractor. Neither SIDCO nor any of its officers, directors, principals, employees or representatives is or will be an employee of the Sponsor, the Trust or a Fund in connection with the performance of SIDCO’s duties hereunder. Each of the Sponsor and SIDCO will be responsible for its own conduct and the employment, control, compensation and conduct of its agents and employees, and for any injury to such agents or employees or to others through its agents and employees. Any obligations of SIDCO hereunder may be performed by one or more third parties or affiliates of SIDCO.

10.02. Notices. All notices provided for or permitted under this Agreement will be deemed effective upon receipt, and will be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below. Notices to SIDCO will be sent to the attention of: General Counsel, SEI Investments Distribution Co., 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Notices to the Sponsor will be sent to Metaurus Advisors LLC, 510 Madison Avenue, New York, New York 10022.

10.03. Dispute Resolution. Whenever either party desires to institute legal proceedings against the other party concerning this Agreement, it will provide written notice to that effect to such other party. The party providing such notice will refrain from instituting said legal proceedings for a period of thirty (30) days following the date of provision of such notice. During such period, the parties will attempt in good faith to amicably resolve their dispute by negotiation among their executive officers.

10.04. Non-Solicitation. During the term of this Agreement and for a period of one (1) year afterward, the Sponsor will not recruit, solicit, employ or engage, for the Sponsor or any other person, any of SIDCO’s employees.

10.05. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws or choice of laws rules or principles thereof. To the extent that the applicable laws of the Commonwealth of Pennsylvania, or any of the provisions of this Agreement, conflict with the applicable provisions of the 1933 Act, the latter will control.

10.06. Counterparts. This Agreement may be executed in two or more counterparts, all of which will constitute one and the same instrument. Each such counterpart will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement will be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original, scanned or facsimile signatures of each of the parties.

10.07. Force Majeure. No breach of any obligation of a party to this Agreement (other than obligations to pay amounts owed) will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; act of terrorism, earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.

10.08. Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination will have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement will be enforceable as so modified.

10.09. Sole Benefit. This Agreement is for the sole benefit of the Sponsor and SIDCO and will not be deemed to be for the direct or indirect benefit of the clients or customers of Sponsor or SIDCO. The clients or customers of Sponsor and SIDCO will not be deemed to be third party beneficiaries of this Agreement nor to have any other contractual relationship with SIDCO by reason of this Agreement and each party hereto agrees to indemnify and hold harmless the other party from any claims of such party’s clients or customers against the other party in accordance with and to the extent provided in Section 5 of this Agreement.

10.10. Assignment. Neither party may assign, delegate or transfer, by operation of law or otherwise, this Agreement (in whole or in part), or any of its obligations hereunder, without the prior written consent of the other party. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party’s successors and permitted assigns. Any assignment, delegation, or transfer in violation of this provision shall be void and without legal effect.

10.11. Services Not Exclusive. The Sponsor hereby acknowledges that the services provided hereunder by SIDCO are not exclusive. Nothing herein shall be deemed to limit or restrict SIDCO’s right, or the right of any of SIDCO’s officers, directors or employees to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, fund, firm, individual or association, as well as provide services to any other investment company, including any investment company which may directly compete with or be similar to the Funds.

10.12. Headings. Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

10.13. Use of Name.

10.13.01. The Sponsor will not use the name of SIDCO, or any of its affiliates, in any Prospectus, sales literature, and other material relating to the Sponsor in any manner without the prior written consent of SIDCO (which will not be unreasonably withheld); provided, however, that SIDCO hereby approves all lawful uses of the names of SIDCO and its affiliates in the Prospectus of the Sponsor and in all other materials which merely refer in accurate terms to their appointment hereunder or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

10.13.02. Neither SIDCO nor any of its affiliates will use the name of the Trust or the Sponsor in any publicly disseminated materials, including sales literature, in any manner other than with respect to representative client lists, without the prior written consent of the Sponsor (which will not be unreasonably withheld); provided, however, that the Sponsor and each Fund hereby approves all lawful uses of its name in any required regulatory filings of SIDCO which merely refer in accurate terms to the appointment of SIDCO hereunder, or which are required by applicable law, regulations or otherwise by the SEC, FINRA, or any state securities authority.

10.14. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be amended or waived only by an instrument in writing signed by the party against which enforcement of such amendment or waiver is sought.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

METAURUS ADVISORS LLC   By:                                                                                                         Name: Title: SEI INVESTMENTS DISTRIBUTION CO.   By:                                                                                                    Name: Title:

SCHEDULE A

SERVICES

Order Processing

• SIDCO shall provide an online and telephone order processing system pursuant to which Authorized Participants who have entered into appropriate agreements with SIDCO may contact SIDCO and place orders to create and redeem creation units of the Funds, including without limitation: (i) generating and transmitting confirmations of purchase and redemption order acceptances to purchasers and redeemers of Creation Units; (ii) providing acknowledgement to Authorized Participants that orders have been accepted; (iii) rejecting any orders that were not submitted in proper form or on a timely basis; (iv) obtaining representations from Authorized Participants that their trades will not raise their total holdings to 80% or more of any Fund; and (v) maintaining a dedicated line for Authorized Participants to place share creation and redemption orders, in accordance with SIDCO’s then current trade order processing policies and procedures, a current copy of which will be provided to the Sponsor upon request.

• SIDCO shall transmit such orders daily to the Sponsor, transfer agent, and index receipt agent

• In the event that the online system is not available, SIDCO shall establish alternative means by which Authorized Participants may place orders.

• SIDCO shall deliver copies of the Funds’ Prospectus to purchasers of Creation Units and, upon request, deliver copies of the Funds’ Statement of Additional Information (“SAI”), periodic reports and Prospectus. Such delivery by SIDCO may be made directly or indirectly by electronic hyperlink to a website where the Prospectus, SAI and periodic reports are made available online. SIDCO will generally make it known that the Funds’ Prospectuses and SAIs are available in all marketing and advertising materials prepared and/or filed by SIDCO with FINRA, and as may otherwise be required by the SEC or CFTC. SIDCO shall consult with the Sponsor or its agent with respect to the production and printing of prospectuses to be used in connection with creations by Authorized Participants of Creation Units. SIDCO shall not bear any costs associated with printing Prospectuses, SAIs and other such materials.

Marketing Review

• SIDCO shall review advertising and other sales literature relating to the Funds submitted by the Sponsor in the manner prescribed for compliance with the applicable rules of FINRA, the SEC and the requirements of any Form 19b-4 filed by the NYSE Arca (or any other national stock exchange on which the Shares may be listed) with the SEC; file such materials with FINRA, as applicable, and use commercially reasonable efforts to obtain such approvals for their use as may be required by the SEC or FINRA;

• SIDCO shall provide consultation to the Sponsor with respect to regulatory matters regarding the marketing materials, including monitoring regulatory and legislative developments that may affect the marketing materials.

• SIDCO shall provide the Sponsor with a copy of SEI’s SEC & FINRA Marketing Materials Guidebook.

AML Checks

• SIDCO shall carry out all required customer identification reviews and ensure compliance with U.S. anti-money laundering laws and regulations regarding all authorized participants of the Trust and each Fund.

SCHEDULE B

AUTHORIZED TRADER FORM

The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any trade order processing activity contemplated by this Agreement or any other notice, request or instruction on behalf of an Authorized Participant.

Name:

Title:

Signature:                                                      

Name:

Title:

Signature:                                                      

Name:

Title:

Signature:                                                      

Name:

Title:

Signature:                                                      

Name:

Title:

Signature:                                                      

Name:

Title:

Signature:                                                      

The undersigned,                 , being the                      of                             ., does hereby certify that the persons listed above have been duly elected or appointed to the offices set forth beneath their names, that they presently hold such offices, that they have been duly authorized to act as Authorized Persons and that their signatures set forth above are their own true and genuine signatures.

In Witness Whereof, the undersigned has hereby set his/her hand.

Date:                                         

By:                                              

Name:

Title:

SCHEDULE C

FEES

Distribution Services Fees:

•

Technology Custom Development: To be determined following further discovery, payable at SIDCO’s then current rates pursuant to mutually agreed upon project work order(s)

Out of Pocket Fees: Out of pocket expenses would include, but are not limited to the following: regulatory filing fees, printing fees, security pricing fees, postage, NSCC trading charges