| 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
November 15, 2017
SUBMISSION VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
| Re: | Metaurus Equity Component Trust |
| Preliminary Registration Statement on FormS-1 |
Ladies and Gentlemen:
On behalf of Metaurus Equity Component Trust (the “Trust”), we transmit for filing, under the Securities Act of 1933, as amended (the “Securities Act”), the preliminary Registration Statement on FormS-1 relating to the initial public offering of shares issued by U.S. Equity Cumulative Dividends Fund – Series 2027 and U.S. EquityEx-Dividend Fund – Series 2027 (together, the “Funds”), each a series of the Trust.
On behalf of our client, we confirm to you that as of the date of this letter, the Trust is an emerging growth company, as defined in Section 2(a)(19) of the Securities Act. In addition, on behalf of our client, we confirm to you that as of the date of this letter, none of the disqualifying conditions set forth in Section 2(a)(19) have occurred.
Should members of the staff of the Securities and Exchange Commission have any questions or comments concerning the submission, please contact P. Georgia Bullitt of this office at (212)728-8250.
Very truly yours,
/s/ Patrick T. Quinn
Patrick T. Quinn, Esq.
Enclosure
| cc: | Richard P. Sandulli,Co-Chief Executive Officer, Metaurus Advisors LLC |
| Jamie Greenwald,Co-Chief Executive Officer, Metaurus Advisors LLC |
| P. Georgia Bullitt, Esq. |
| Deborah Tuchman, Esq. |
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