Metaurus Equity Component Trust Sample Contracts

FORM OF SPONSOR AGREEMENT
Sponsor Agreement • December 18th, 2017 • Metaurus Equity Component Trust • Investors, nec • Delaware

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”).

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CUSTODIAN AND TRANSFER AGENT AGREEMENT
Custodian and Transfer Agent Agreement • January 22nd, 2018 • Metaurus Equity Component Trust • Investors, nec • New York

This Agreement, dated as of January 8, 2018, 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 BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (“BBH&Co.” or, when referring to BBH&Co. in its capacity as custodian, the “Custodian,” and when referring to BBH&Co. 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.

FOURTH AMENDED AND RESTATED DECLARATION OF TRUST OF METAURUS EQUITY COMPONENT TRUST
Declaration of Trust • January 22nd, 2018 • Metaurus Equity Component Trust • Investors, nec • Delaware

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

METAURUS EQUITY COMPONENT TRUST AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • December 18th, 2017 • Metaurus Equity Component Trust • Investors, nec • New York

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.

CUSTODIAN AND TRANSFER AGENT AGREEMENT
Custodian and Transfer Agent Agreement • December 18th, 2017 • Metaurus Equity Component Trust • Investors, nec • New York

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.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 18th, 2017 • Metaurus Equity Component Trust • Investors, nec • Pennsylvania

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.

ADMINISTRATION AGREEMENT
Administration Agreement • December 18th, 2017 • Metaurus Equity Component Trust • Investors, nec • Pennsylvania

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”).

SPONSOR AGREEMENT
Sponsor Agreement • January 9th, 2018 • Metaurus Equity Component Trust • Investors, nec • Delaware

THIS SPONSOR AGREEMENT (the “Agreement”) is dated as of and is effective as of January 5, 2018 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”).

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • December 18th, 2017 • Metaurus Equity Component Trust • Investors, nec • Pennsylvania

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”).

Contract
Declaration of Trust • November 15th, 2017 • Metaurus Equity Component Trust • Investors, nec

THIRD AMENDED AND RESTATED DECLARATION OF TRUST, dated as of June 9, 2017 (this “Declaration of Trust”), between Metaurus Advisors LLC, a Delaware limited liability company, as sponsor (the “Sponsor”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”). The Sponsor and the Trustee hereby agree that this Third Amended and Restated Declaration of Trust shall amend and restate in its entirety that certain Second Amended and Restated Declaration of Trust dated as of February 13, 2017 (the “Second Declaration of Trusts”) as follows:

INITIAL PURCHASER AGREEMENT FOR METAURUS EQUITY COMPONENT TRUST
Initial Purchaser Agreement • December 18th, 2017 • Metaurus Equity Component Trust • Investors, nec • New York
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