United States securities and exchange commission logo
July 16, 2020
Donald M. Callahan
Chief Financial Officer
Metaurus Equity Component Trust
c/o Metaurus Advisors LLC
589 Fifth Avenue, Suite 808
New York, New York 10017
Re: Metaurus Equity
Component Trust
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed March 30,
2020
File No. 001-38344
Dear Mr. Callahan:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within 10 business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2019
Table of Contents, page i
1. We note that you
include two tables of contents in your filing as well as duplicative
disclosures. The first
immediately after your cover page and the second after page 18.
The second table of
contents appears to follow the basic outline of Form 10-Q. In your
amended filing prompted
by comment 2 below, please revise your filing to remove the
following information
after pages 18 and F-26:
The table of
contents on the second page i;
The Management's
Discussion and Analysis of Financial Condition and Results of
Operations on the
second pages 3 and 4;
The Quantitative
and Qualitative Disclosures About Market Risk on the second page
4;
Donald M. Callahan
Metaurus Equity Component Trust
July 16, 2020
Page 2
The Controls and Procedures disclosure on the second page 4;
The Part II information following on the second page 5;
The duplicative Exhibits listing on the second pages 6 and 8;
and
The signature page on the second page 7.
In your amended filing, ensure that any relevant disclosures in the
pages to be removed
that are not included in the captions presented earlier in the
document are moved to that
disclosure. Finally, represent to us that in future Forms 10-K, you
will follow the
structure of the requirements as stipulated in the instructions for
Form 10-K and not
include the duplicative disclosures identified above.
Item 9A. Controls and Procedures
Internal Control Over Financial Reporting, page 11
2. As this is your second annual report filing on Form 10-K, Instruction
1 to Item 308 of
Regulation S-K requires disclosure of management's report on your
internal controls over
financial reporting. Please tell us whether you performed the required
assessment as of
December 31, 2019 and mistakenly omitted it from your filing. In any
regard, amend
your filing to provide the required assessment stipulated in Item
308(a) of Regulation S-K
and tell us the impact of your omission on your assessment of your
disclosure controls and
procedures as of December 31, 2019 under Item 307 of Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Mark Brunhofer at (202) 551-3638 or Michelle Miller at
(202) 551-
3368 with any questions.
FirstName LastNameDonald M. Callahan Sincerely,
Comapany NameMetaurus Equity Component Trust
Division of
Corporation Finance
July 16, 2020 Page 2 Office of
Finance
FirstName LastName