10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-1372989

BROOKSHIRE RAW MATERIALS (U.S.) TRUST

BROOKSHIRE RAW MATERIALS (U.S.) CORE USD FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) CORE CDN FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) AGRICULTURE USD FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) AGRICULTURE CDN FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) METALS USD FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) METALS CDN FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) ENERGY USD FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) ENERGY CDN FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) ACCELERATED CORE USD FUND SERIES; BROOKSHIRE RAW MATERIALS (U.S.) ACCELERATED CORE CDN FUND SERIES

(Exact Name of Registrant as specified in its Charter)

Delaware	26-1080463
(State of Organization)	(IRS Employer Identification No.)

c/o Brookshire Raw Materials Management, LLC
1000 Hart Road
Suite 210
Barrington, IL 60010
(Address of Principal Executive Offices)
(888) 877-2719
(Registrant’s Telephone Number)

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Brookshire Raw Materials (U.S.) Core USD Fund Series
Brookshire Raw Materials (U.S.) Core CDN Fund Series
Brookshire Raw Materials (U.S.) Agriculture USD Fund Series
Brookshire Raw Materials (U.S.) Agriculture CDN Fund Series
Brookshire Raw Materials (U.S.) Metals USD Fund Series
Brookshire Raw Materials (U.S.) Metals CDN Fund Series
Brookshire Raw Materials (U.S.) Energy USD Fund Series
Brookshire Raw Materials (U.S.) Energy CDN Fund Series
Brookshire Raw Materials (U.S.) Accelerated Core USD Fund Series
Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund Series

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes o	No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes o	No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days	Yes þ	No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
	(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Units of beneficial interest (“Units”) of the series of the Brookshire Raw Materials (U.S.) Trust (the “Trust”) are not traded on any market and, accordingly, do not have an aggregate market value. The registration statement of the Trust became effective on September 24, 2007. Units in the each Fund are currently being offered to prospective subscribers. No Fund has yet achieved the minimum subscription level needed in order for subscriptions for such Fund to be released from escrow and for such Fund to commence operations. Accordingly, no Units have been issued to Limited Owners as of either December 31, 2007 or the date of this report.

Documents Incorporated by Reference

None

TABLE OF CONTENTS

PART I			3
	Item 1	Business	3
	Item 1A	Risk Factors	6
	Item 1B	Unresolved Staff Comments	19
	Item 2	Properties	19
	Item 3	Legal Proceedings	19
	Item 4	Submission of Matters to a Vote of Security Holders	20
PART II			20
	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
	Item 6	Selected Financial Data	21
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 8	Financial Statements and Supplementary Data	30
	Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	30
	Item 9A	Controls and Procedures	30
	Item 9B	Other Information	31
PART III			31
	Item 10	Directors, Executive Officers and Corporate Governance	31
	Item 11	Executive Compensation	33
	Item 12	Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
	Item 13	Certain Relationships and Related Transactions, and Director Independence	34
	Item 14	Principal Accounting Fees and Services	34
PART IV			35
	Item 15	Item 15. Exhibits, Financial Statement Schedules	35
		Signatures	36
EX-10.1: PLACEMENT AGENT AGREEMENT
EX-10.3: SUBSCRIPTION ESCROW AGREEMENT
EX-10.4: CUSTODY AGREEMENT
EX-10.5: FORM OF SUBSCRIPTION AGREEMENT
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-31.3: CERTIFICATION
EX-31.4: CERTIFICATION
EX-31.5: CERTIFICATION
EX-31.6: CERTIFICATION
EX-31.7: CERTIFICATION
EX-31.8: CERTIFICATION
EX-31.9: CERTIFICATION
EX-31.10: CERTIFICATION
EX-31.11: CERTIFICATION
EX-31.12: CERTIFICATION
EX-31.13: CERTIFICATION
EX-31.14: CERTIFICATION
EX-31.15: CERTIFICATION
EX-31.16: CERTIFICATION
EX-31.17: CERTIFICATION
EX-31.18: CERTIFICATION
EX-31.19: CERTIFICATION
EX-31.20: CERTIFICATION
EX-31.21: CERTIFICATION
EX-31.22: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION
EX-32.3: CERTIFICATION
EX-32.4: CERTIFICATION
EX-32.5: CERTIFICATION
EX-32.6: CERTIFICATION
EX-32.7: CERTIFICATION
EX-32.8: CERTIFICATION
EX-32.9: CERTIFICATION
EX-32.10: CERTIFICATION
EX-32.11: CERTIFICATION

Special Note About Forward-Looking Statements

THIS ANNUAL REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS. THESE FORWARD-LOOKING STATEMENTS REFLECT THE MANAGING OWNER’S CURRENT EXPECTATIONS ABOUT THE FUTURE RESULTS, PERFORMANCE, PROSPECTS AND OPPORTUNITIES OF THE TRUST. THE MANAGING OWNER HAS TRIED TO IDENTIFY THESE FORWARD-LOOKING STATEMENTS BY USING WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “BELIEVE,” “INTEND,” “SHOULD,” “ESTIMATE” OR THE NEGATIVE OF THOSE TERMS OR SIMILAR EXPRESSIONS. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON INFORMATION CURRENTLY AVAILABLE TO THE MANAGING OWNER AND ARE SUBJECT TO A NUMBER OF RISKS, UNCERTAINTIES AND OTHER FACTORS, BOTH KNOWN, SUCH AS THOSE DESCRIBED IN THE “RISK FACTORS” SECTION UNDER ITEM 1A AND ELSEWHERE IN THIS REPORT, AND UNKNOWN, THAT COULD CAUSE THE TRUST’S ACTUAL RESULTS, PERFORMANCE, PROSPECTS OR OPPORTUNITIES TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, THESE FORWARD-LOOKING STATEMENTS.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS. EXCEPT AS EXPRESSLY REQUIRED BY THE FEDERAL SECURITIES LAWS, THE MANAGING OWNER UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS OR THE RISKS, UNCERTAINTIES OR OTHER FACTORS DESCRIBED HEREIN, AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR CHANGED CIRCUMSTANCES OR FOR ANY OTHER REASON AFTER THE DATE OF THIS REPORT.

UNLESS EXPRESSLY STATED OTHERWISE, ALL INFORMATION IN THIS REPORT IS AS OF DECEMBER 31, 2007, AND THE MANAGING OWNER UNDERTAKES NO OBLIGATION TO UPDATE THIS INFORMATION.

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PART I

Item 1. BUSINESS

General development of business

Brookshire Raw Materials (U.S.) Trust (the “Trust”) was formed on August 17, 2006 as a Delaware statutory trust pursuant to a Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Trust will terminate on August 1, 2050, unless sooner terminated under the Trust Agreement or as otherwise provided by law. The Trust is organized in ten separate series (each individually, a “Fund,” and collectively, the “Funds”), five of which are denominated in U.S. dollars (referred to as the “USD Funds”) and five of which are denominated in Canadian dollars (referred to as the “CDN Funds”) as follows:

(1)	Brookshire Raw Materials (U.S.) Core USD Fund (the “Core USD Fund”);
(2)	Brookshire Raw Materials (U.S.) Core CDN Fund (the “Core CDN Fund”, and together with the Core USD Fund, the “Core Funds”);
(3)	Brookshire Raw Materials (U.S.) Agriculture USD Fund (the “Agriculture USD Fund”);
(4)	Brookshire Raw Materials (U.S.) Agriculture CDN Fund (the “Agriculture CDN Fund”, and together with the Agriculture USD Fund, the “Agriculture Funds”);
(5)	Brookshire Raw Materials (U.S.) Metals USD Fund (the “Metals USD Fund”);
(6)	Brookshire Raw Materials (U.S.) Metals CDN Fund (the “Metals CDN Fund”, and together with the Metals USD Fund, the “Metals Funds”);
(7)	Brookshire Raw Materials (U.S.) Energy USD Fund (the “Energy USD Fund”);
(8)	Brookshire Raw Materials (U.S.) Energy CDN Fund (the “Energy CDN Fund”, and together with the Energy USD Fund, the “Energy Funds”);
(9)	Brookshire Raw Materials (U.S.) Accelerated Core USD Fund (the “Accelerated Core USD Fund”); and
(10)	Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund (the “Accelerated Core CDN Fund”, and together with the Accelerated Core USD Fund, the “Accelerated Core Funds”).

The Trust and Funds have registered for sale $500 million of units of beneficial interest (“Units”) in the Trust and Funds pursuant to a registration statement on Form S-1 that became effective on September 24, 2007. Brookshire Raw Materials Management, LLC (the “Managing Owner”), a Delaware limited liability company, is the commodity pool operator of the Trust and each Fund. The trustee of the Trust and each Fund is CSC Trust Company, a Delaware banking corporation (the “Trustee”). Under the Trust Agreement, the Trustee has delegated to the Managing Owner all of the power and authority to manage the business and affairs of the Trust and each Fund and accordingly, the Trustee has only nominal duties and liabilities to the Trust and each Fund. JPMorgan Chase Bank, N.A. is the escrow agent and custodian for the Trust and each Fund.

Units in each Fund are being offered for subscription during the initial offering period (which will continue until May 21, 2008, unless a Fund’s subscription minimum is reached before that date). Each Fund may commence operations at any time following the sale of its subscription minimum to limited owners. During the initial offering period, the purchase price of Units is USD$10.00 per USD Fund Unit and CDN$10.00 per CDN Fund Unit. During that initial offering period, all subscription funds for each Fund are being deposited into segregated escrow accounts in the name of that Fund with JPMorgan Chase Bank, N.A. and held by JPMorgan Chase Bank, N.A., in each case in its capacity as the escrow agent to the Trust and the Funds. If the minimum required subscription amount for a Fund is reached during the initial offering period, the escrowed funds for that Fund will be released to the applicable Fund for trading purposes. If the minimum required subscription amount for a Fund is not reached during the initial offering period, the offering for such Fund will be terminated, and all escrowed funds for that Fund will promptly be refunded to each investor in the applicable Fund, without interest and without deduction of any fees or other amounts.

After the closing of the initial offering period for Funds that have met their subscription minimums and have not otherwise closed or terminated their offering, Units in those Funds will be offered during a continuous offering period at a per-Unit purchase equal to the net asset value per Unit of the applicable Fund as of 6:00 pm New York time on the trading day preceding the effective date of the purchase. During that continuous offering period, net subscription proceeds for Units will be turned over to the applicable Funds for trading.

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At the time of organization of the Trust, the Managing Owner subscribed for, and currently owns, ten Units in each of the Core USD Fund, the Agriculture USD Fund, the Metals USD Fund, the Energy USD Fund and the Accelerated Core USD Fund. As of the date of this annual report, those are the only outstanding Units in any of the Funds. Because the required minimum amount of subscriptions have not yet been reached for any Fund, no Units have been issued to limited owners, and no Fund has commenced trading operations.

Financial information about industry segments.

The Trust’s and Funds’ business constitutes only one segment, i.e., speculative trading of a diversified portfolio of futures and forwards contracts designed to approximately replicate the investment methodology of corresponding indices. The Trust and Funds do not engage in the sale of goods and services. Financial information regarding the Trust’s and the Funds’ business is set forth in Item 6 “Selected Financial Data” and Item 8 “Financial Statements and Supplementary Data.”

Narrative description of business.

The Funds’ investment activities are designed to approximately replicate the investment methodology of certain indices developed by Brookshire Raw Materials Group Inc. (“Brookshire”), an Ontario, Canada incorporated company and the parent company of the Managing Owner.

The first index is the Brookshire International Raw Materials Index (the “BIRMI”), which is notionally composed of raw materials employed in the world economy and traded in developed markets as commodity futures and forward contracts. Each commodity is allocated a fixed weight within the BIRMI. The 26 commodities that currently comprise the BIRMI range from metals and minerals (such as gold, silver, aluminum and lead) and energy products (such as oil, gasoline and natural gas) to agriculture products (such as corn, cotton and wheat). The BIRMI will only notionally purchase futures and forward contracts to the extent that it has available funds or cash cover.

Brookshire has developed three other indices that are derived from certain segments of the BIRMI, each with commodities weights that approximately correspond with the commodities contained in the relevant segment of the BIRMI. These indices are the Brookshire International Raw Materials Sub-Index Agriculture (“BRMAG”), the Brookshire International Raw Materials Sub-Index Metals (“BRMME”); and the Brookshire International Raw Materials Sub-Index Energy (“BRMEN”). Each of these indices will only notionally purchase futures and forward contracts to the extent that such index has available funds or cash cover.

Finally, Brookshire has also developed another index, the Brookshire International Raw Materials Sub-Index Accelerated (“BRMXL”), which is composed of the same commodities as the BIRMI but which notionally purchases approximately 50% more commodity futures and forward contracts than it has cash to cover.

Each of these indices is separately maintained in U.S. and Canadian dollars. Each of the indices notionally invests non-margin requirements in a portfolio of investment grade fixed income securities and cash and cash equivalents, or the Fixed Income Portfolio, of the same currency denomination as that of the applicable index. The Fixed Income Portfolios of the U.S. dollar denominated Brookshire indices consist solely of obligations backed by the full faith and credit of the U.S. federal government, including U.S. Treasury bills, notes and bonds, and issues of the Federal Home Loan Bank, Federal Farm Credit Bank, and other similar U.S. federal government agencies. The Fixed Income Portfolios of the U.S. dollar denominated Brookshire indices do not include obligations of “government sponsored enterprises” such as the Federal National Mortgage Association (commonly known as “FNMA” or “Fannie Mae”) or the Federal Home Loan Mortgage Corporation (commonly known as “Freddie Mac”) or collateralized mortgage obligations or other derivative instruments. The Fixed Income Portfolios of the Canadian denominated indices consist solely of Canadian or Canadian Provincial Government T-Bills, notes and bonds, and Canadian cash and cash equivalents. The Fixed Income Portfolio of each Fund will be comprised of the same type of fixed income securities, cash and cash equivalents as the Fixed Income Portfolio of its applicable index.

Because the investment objectives of each Fund are to approximately replicate the investment methodology of its corresponding index, commodity futures and forward contracts will not generally be traded to profit from anticipated price fluctuations. For example, the Core USD Fund and the Core CDN Fund will trade a portfolio of futures and forward contracts designed to approximately replicate the investment methodology of the BIRMI. Each Fund will purchase long-only positions in a commodities portfolio of commodities futures and forward contracts. Assets of each Fund not required by such Fund to satisfy minimum commodities futures and forward contract margin requirements will be invested in a portfolio of

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government treasury securities and other high credit quality short-term fixed income securities and cash and cash equivalents generally of the same currency denomination as that of the applicable Fund (namely U.S. dollars or Canadian dollars).

In connection with the operation, marketing and related activities for the Trust and each Fund, Brookshire has entered into a license agreement with the Managing Owner and the Trust (on behalf of each Fund). The license agreement grants the Managing Owner and the Trust (on behalf of each Fund) a royalty-free, fully paid-up, nonexclusive, non-transferable, non-assignable and non-sub-licensable right to the applicable index, the related trading methodologies and related intellectual property to be utilized by each Fund, as well as to the appropriate trademarks owned by Brookshire in the United States.

Each Fund will pay to the Managing Owner a management and operating fee (the “Management and Operating Fee”) equal to 3% per annum of each Fund’s nominal net asset value, calculated daily and payable on a monthly basis. This Management and Operating Fee will cover the management fees payable to the Managing Owner; expenses related to the organization and offering of Units; fees payable to the escrow agent and custodian; brokerage and futures commission merchants commissions and transaction fees; all routine on-going operational, administrative and other ordinary expenses; monthly license fees; and certain expenses of the Managing Owner and any affiliates retained by it incurred on behalf of the Trust and the Funds. The Management and Operating Fee does not include extraordinary fees or fees payable by limited owners (such as the subscription fee, trailing servicing fees, redemption fees or other fees and expenses incurred by the Funds or a Trust as a result of the actions of limited owners).

Neither the Trust nor any Fund has any officers, directors or employees. Under the terms of the Trust Agreement, the Managing Owner manages the Trust’s and each Fund’s business and affairs, and directs the trading activities for each Fund. The Managing Owner is directly responsible for calculating the net asset value and notional net asset value of each Fund and all fees and expenses, if any, to be paid by each Fund, and for preparing monthly and annual reports to limited owners, filing reports required by the Commodities Futures Trading Commission (the “CFTC”), the Securities and Exchange Commission (“SEC”) and any other federal or state agencies or self-regulatory organizations. The Managing Owner will also provide suitable facilities and procedures for handling and executing redemptions, exchanges, transfers and distributions (if any), and the orderly liquidation of each Fund. The Managing Owner will be responsible for selecting futures commission merchants for the Trust and for each Fund. The Managing Owner may retain affiliates to provide certain administrative services necessary to the prudent operation of the Trust or any Fund.

Under the Trust Agreement, the Managing Owner’s officers, directors and certain other related persons, as well as the Trustee and certain related persons, are indemnified against certain liabilities arising out of the performance of their duties to the Trust and/or the Funds. In addition, in the normal course of business, the Funds enter into contracts with service providers, which also provide for indemnifications by the Funds. The Funds’ maximum exposure under these agreements is unknown as this would involve any future claims that may be made against the Funds.

Regulation

The Trust and the Funds are subject to regulation by national regulatory authorities such as the SEC, the CFTC, the National Futures Association (the “NFA”), and the Financial Industry Regulatory Authority. Under the Commodity Exchange Act, as amended, commodity exchanges and commodity futures trading are subject to regulation by the CFTC. The NFA, a registered futures association under the Commodity Exchange Act, is the only non-exchange self-regulatory organization for commodity industry professionals. The CFTC has delegated to the NFA responsibility for the registration of, among others, commodity trading advisors and commodity pool operators. The Commodity Exchange Act requires commodity pool operators and commodity trading advisors such as the Managing Owner and commodity brokers or futures commission merchants such as the Trust’s and the Funds’ commodity brokers to be registered and to comply with various reporting and recordkeeping requirements. The Managing Owner and the Trust’s and Funds’ commodity brokers are members of the NFA. The CFTC may suspend a commodity pool operator’s or a commodity trading advisor’s registration if it finds that its trading practices tend to disrupt orderly market conditions, or as the result of violations of the Commodity Exchange Act or rules and regulations promulgated thereunder. In the event that the Managing Owner’s registration as a commodity pool operator or a commodity trading adviser were terminated or suspended, the Managing Owner would be unable to continue to manage the business of the Trust and the Funds. Should the Managing Owner’s registration be suspended, termination of the Trust and the Funds may result.

The CFTC and certain commodity exchanges have established limits on the maximum net long and net short positions which any person, including the Trust and the Funds, may hold or control in particular commodities. Most exchanges also limit the maximum changes in futures contract prices that may occur during a single trading day. The Trust or a Fund may also trade

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in dealer markets for forward and swap contracts, which are not regulated by the CFTC. Federal and state banking authorities also do not regulate forward trading or forward dealers. In addition, the Trust and the Funds may also trade on foreign commodity exchanges, which are not subject to regulation by any U.S. government agency.

In addition to registration requirements of the SEC and the CFTC, the offering and sale of Units in each state is governed by the securities laws and regulations of that state. Units may only be offered and sold in a state where the applicable state securities administrator has approved the registration of Units for offering and sale in such state. As of April 8, 2008, the registration of Units has been approved in 30 states, and applications for registration of Units are pending in 14 states and jurisdictions. State securities laws and regulations, and the interpretations of such laws and regulations, may vary widely from state to state. Accordingly, it is possible that Units may be registered for offer and sale in some states, but denied from registration, required to be withdrawn from registration, or limited to certain purchasers in other states. Such denials, withdrawals or limitations may reduce the number of subscribers in the Funds, which in turn may affect the viability and success of the Trust and the Funds.

Financial Information about Geographic Areas

Although the Trust and the Funds may trade in the various futures and forward markets around the world, neither the Trust nor any Fund has operations outside of the U.S.

Recent Events

As has been widely reported, the U.S. securities markets have been experiencing significant fluctuations, based in part on a slow down in the U.S. economy, tightening credit and market fluctuations for certain types of securities. Such factors and others could significantly adversely affect the value of commodity futures, forwards and the fixed income securities included in the Brookshire indices and the Funds in a very short time.

The yield earned by the fixed income securities included in the Brookshire indices and Funds is subject to changes in interest rates. As a result, in part, of actions of the U.S. Federal Reserve Bank, short-term interest rates have been declining. A decline in short-term interest rates would lower the yield of the fixed income securities held by the Funds and the overall return on an investor’s investment.

In November 2006, Brookshire Raw Materials (Canada) Fund, a unit trust established in the Province of Ontario, Canada (the “Canadian Fund”), commenced operations. The Canadian Fund was structured for retail Canadian investors, and was not registered for sale in the U.S. Brookshire, the parent company of the Managing Owner, served as the pool operator of the fund, and utilized the same trading methods that will be utilized in each Fund’s proposed trading program. As with each Fund, the Canadian Fund’s trading was designed to replicate to replicate the positions that comprised the corresponding indices from time to time. The Canadian Fund was terminated effective December 27, 2007.

Available Information

The Trust and each Fund files quarterly, annual and current reports with the SEC and the NFA. These reports are available to read and copy at the SEC’s Public Reference Facilities in Washington, D.C. at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC’s toll free number, 1-800-SEC-0330, for further information. In addition, these reports are available on the Managing Owner’s website at http://www.brookshirerawmaterials.com/funds/u.s.trust/filings/. The Trust and the Funds’ filings will also be posted on the SEC’s website at http://www.sec.gov.

Item 1A. RISK FACTORS

RISKS RELATING TO OPERATION OF THE TRUST AND EACH FUND

Brookshire^TM Raw Materials Management, LLC, the Managing Owner, viewed as a stand-alone entity, has incurred losses from operations, has a negative working capital and a members’ deficit, and its auditors have expressed doubt about its ability to continue as a going concern.

Investors will invest in one or more Funds, and not the Managing Owner. However, in considering an investment in the Funds, because of the Managing Owner’s role in managing the Trust and the Funds, prospective investors should be aware

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that the Managing Owner has incurred losses from operations and has a negative working capital from operations and a member’s deficit. The Managing Owner’s auditors have also expressed doubts about the Managing Owner’s ability to continue as a going concern. In part, this financial condition of the Managing Owner results from the fact that the Managing Owner’s financial statements, and the audit of those financial statements, take into account only the financial condition of the Managing Owner, and not the financial condition of Brookshire, and Brookshire^TM and Company Ltd., an entity incorporated under the laws of Ontario, Canada (“Brookshire Ltd.”), the direct and ultimate parent companies, respectively, of the Managing Owner (although prospective investors should be aware that neither Brookshire Ltd. or Brookshire are legally obligated to provide financial support for the Managing Owner). The financial condition of the Managing Owner also results in part from the fact that the Managing Owner was established to manage the Trust and the Funds and undertaking the offering of the Trust and the Funds has been the principal activity of the Managing Owner to date. Brookshire Ltd. and Brookshire have provided the Managing Owner with sufficient cash to enable the Managing Owner to operate until the close of the initial offering period and trading commences for the Funds. Once the closing of the initial offering period occurs and trading commences for the Funds, the Managing Owner believes that the Management and Operating Fee will provide sufficient working capital for the Managing Owner to operate and to fulfill its obligations going forward, even if only the subscription minimums for the Funds are sold.

Conflicts of interest exist in the structure and operation of the Trust and each Fund.

A number of actual and potential conflicts of interest exist in the operation of the Trust’s and each Fund’s business. The Managing Owner and its principals, all of which are engaged in other investment activities, are not required to devote substantially all of their time to the Trust’s or any Fund’s business, which also presents the potential for numerous conflicts of interest with the Trust and one or more Funds. The Managing Owner has discretionary authority over all distributions made by each Fund. In view of each Fund’s objective of seeking significant capital appreciation, the Managing Owner currently does not intend to make any distributions, but has the sole discretion to do so from time-to-time. Greater management fees will be generated for the benefit of the Managing Owner if a Fund’s assets are not reduced by distributions to such Fund’s limited owners. As a result of these and other relationships, parties involved with the Trust may have a financial incentive to act in a manner other than in the best interests of the Trust and its limited owners. The Managing Owner has not established, and has no plans to establish, any formal procedures to resolve these and other conflicts of interest. Consequently, there is no independent control over how the Managing Owner will resolve these conflicts on which limited owners can rely in ensuring that the Trust is treated equitably. The Managing Owner is also the operator of the other investment funds. A potential conflict of interest may arise in a situation in which the Funds are in competition with the Private Fund and/or the Private Account. For example, if the Funds and the other funds and accounts managed by the Managing Owner are buying the same positions at the same time, such buying may result in higher prices for each of them. This may also create a conflict of interest with respect to the Managing Owner’s and its principals’ and employees’ commitment to the Trust (or any individual Fund) of its resources.

The purchase of Units by the Managing Owner or its members or their affiliates may create conflicts of interest for them.

Pursuant to applicable law, the Managing Owner is required to make a permanent investment in the Funds equal to the greater of $25,000 or 1% of the Units. The Managing Owner intends to purchase the applicable amount of Units to fulfill this legal obligation. In addition, the Managing Owner and its members and their affiliates may, but are not required to, purchase Units for their own account. There is no limit on the number of Units that the Managing Owner is permitted to purchase. Any purchase of Units by the Managing Owner or its members or their affiliates should not be relied upon as an indication of the merits of the offering of the Units. Conflicts of interest will arise if the Managing Owner or its members or their affiliates hold a substantial number of Units, even though their votes may not be counted on certain matters under the Trust Agreement. For example, conflicts of interest could arise regarding the dissolution of a Fund because the dissolution of such Fund would terminate the Managing Owner’s compensation from such Fund. Any investments in the Funds by members of the families of any such affiliates or members could increase the risks discussed in this paragraph.

Neither the Trust nor any Fund has an operating history, and you have no performance information on which to evaluate an investment in a Fund.

None of the Funds has commenced trading and none of the Funds has a performance history upon which to evaluate your investment. The Private Account and the Private Fund have only a limited performance history. Although past performance is not necessarily indicative of future results, if a Fund had a performance history (and if the other funds and accounts managed by the Managing Owner had a more extensive performance history) such performance history might provide you with more

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information on which to base your investment decision. You will therefore have to make your decision to invest in a Fund without such potentially useful information.

Each Fund will be charged fees and expenses regardless of profitability, which may result in a depletion of assets.

Each Fund will be charged a Management and Operating Fee equal to 3% per annum of its net asset value, calculated daily and payable monthly, regardless of whether such Fund’s activities are profitable. Each Fund must earn trading gains sufficient to cover these fees and expenses before it can earn any profit.

The Trust and Funds may receive less favorable terms upon renewing existing or entering into new contractual relationships.

Agreements to which the Trust and/or one or more Funds are party may be terminated under certain circumstances. For example, the clearing agreements between the futures commission merchant (“FCM”) and each Fund generally are terminable by the FCM once the FCM has given the required notice. Upon termination of a clearing agreement, the Managing Owner may be required to make other arrangements for obtaining clearance services if the Trust intends to continue trading in commodity futures and forward contracts at a similar level. The services of the FCMs or the counterparties to the other agreements may not be available, or even if available, may not be available on terms as favorable as those contained in the expired or terminated agreements.

You will be limited in your ability to transfer or redeem Units.

The Trust Agreement restricts the transferability and assignability of Units of each Fund. There is not now, nor is there expected to be, a primary or secondary trading market for Units in any Fund. No direct or indirect transfers, assignments or hypothecations of Units may be made other than with the consent of the Managing Owner, which consent may be withheld in its sole and absolute discretion. There are also various other restrictions on the persons and entities to which Units can be transferred. Any transfer, assignment or hypothecation in violation of the foregoing shall be null and void. Restrictions are also imposed on Redemptions. For example, if you redeem all or a portion of your Units prior to the end of the 90-day period following the effective date of your purchase of such Units (in the case of Units purchased during the initial offering period, within 90 days following the commencement of trading), you will be charged a redemption fee of 2% of the net asset value at which your Units are redeemed, unless waived by the Managing Owner. Such redemption fee will be payable to the Managing Owner. The Managing Owner may require the compulsory redemption of your interest in a Fund, in whole or in part, as set forth herein and in the Trust Agreement. Furthermore, the Managing Owner may suspend or limit redemptions for certain reasons.

You have limited rights, and you cannot prevent the Trust or any Fund from taking actions which could cause losses.

Pursuant to the Trust Agreement, you will exercise no control over the Trust’s or any Fund’s day-to-day business activities. Therefore, the Trust and each Fund may take certain actions and enter into certain transactions or agreements without soliciting your consent.

An unanticipated number of redemption requests during a short period of time could have an adverse effect on the net asset value of a Fund.

If a substantial number of redemption requests for Units in a Fund are received by the Managing Owner during a relatively short period of time, such Fund may not be able to satisfy the requests from funds not committed to trading. As a consequence, it may be necessary to liquidate such Fund’s trading positions before the time that the corresponding index would dictate liquidation. If this were to occur, it could affect adversely the net asset value per Unit of such Fund, not only for limited owners redeeming Units but also for non-redeeming limited owners. Moreover, the redemption price for Units in a Fund is based on the net asset value per Unit of such Fund at the time the Fund’s net assets are valued (which is generally 6:00 p.m. New York time on each day the New York Mercantile Exchange is open for business), which value could be less than the initial price a limited owner paid for his or her Units.

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A Redemption may be delayed if the settlement price is unavailable on the date of the net asset value calculation, or in certain instances the redemption price might not precisely reflect the net asset value of a Fund.

The Managing Owner may delay honoring a redemption request if the net asset value of the applicable Fund on a redemption date will not accurately reflect the realizable market value of commodity futures and forward contracts held by such Fund on such day. For example, daily limits are generally triggered in the event of a significant change in market price of a commodity futures contract. As a result of the daily limit, the current settlement price would be unavailable. Because the settlement price on the most recent day on which the position could have been liquidated would be used in lieu of the actual settlement price on the date of determination, there is a risk that the resulting calculation of the net asset value of the applicable Fund could be under- or overstated, perhaps to a significant degree. Therefore, due to the unavailability of the settlement price, the redemption may be delayed until such settlement price becomes available.

You will have less diversification and therefore be taking more risk by investing in a Fund other than the Core Funds.

Investing in a Fund that tracks one sector of commodities, like a Metals Fund, will not provide you with the same diversification as investing in the Core Funds that track the entire BIRMI.

The Managing Owner will, and affiliates of the Managing Owner may, purchase Units to satisfy the subscription minimum.

The Managing Owner will, and affiliates of the Managing Owner may, subscribe for Units during the initial offering period and any such Units subscribed for by such persons will be counted in determining whether the subscription minimum for any Fund has been reached. Any such subscriptions by such affiliated persons will, absent waiver of part or all of the Management Fee or other waivers of fees and expenses, be on the same terms as subscriptions by unaffiliated limited owners.

Unforeseen circumstances may have an adverse effect on your investment.

Unforeseen circumstances may cause a loss of your investment or upset your investment portfolio. Such circumstances include:

• changing supply and demand relationships;

• weather and other environmental conditions;

• acts of God;

• agricultural, fiscal, monetary and exchange control programs and policies of governments;

• national and international political and economic events and policies;

• change in rates of inflation; and

• general emotions and psychology of the marketplace, which at times can be irrational and totally unrelated to other more tangible factors.

These risks are discussed more below in the risk factor titled “You may lose some or all of your investment if commodity futures and forward prices, which are highly unpredictable and volatile, decrease.”

The parent companies of the Managing Owner are not legally obligated to provide financial support for the Managing Owner.

The Managing Owner is a wholly owned subsidiary of Brookshire, which itself is a wholly owned subsidiary of Brookshire Ltd., an entity incorporated under the laws of Ontario, Canada. Brookshire and Brookshire Ltd. have provided the Managing Owner with sufficient cash to enable the Managing Owner to operate until the close of the initial offering period and trading commences for the Funds. Once the closing of the initial offering period occurs and trading commences for the Funds, the Managing Owner believes that the Management and Operating Fee will provide sufficient working capital for the Managing Owner to operate and to fulfill its obligations going forward, even if only the subscription minimums for the Funds are sold. However, in considering an investment in the Funds, prospective investors should be aware that neither Brookshire nor Brookshire Ltd. are legally obligated to provide financial support for the Managing Owner.

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The Trust or a specific Fund could terminate before you achieve your investment objective, thereby causing potential loss of your investment or upsetting your investment portfolio.

The Managing Owner may terminate the Trust or a Fund in the event the Trust’s or a Fund’s aggregate net assets in relation to the operating expenses of the Trust or such Fund makes it unreasonable or imprudent to continue the business of the Trust or Fund. Events also may make it unreasonable or imprudent for the Trust or a Fund to continue, including but not limited to, prolonged market disruptions causing the markets to become illiquid and significantly decreasing the net asset value of the Trust or a Fund, or as a result of such market disruptions, settlement prices being continuously unavailable, thereby limiting the Managing Owner’s ability to calculate the net asset value of the Trust or a Fund or its Units. Additionally, once Funds commence trading, and on each date (approximately once a month) that the commodities within each index are re-aligned to their allocated weights within the applicable index, to the extent reasonably possible, by notionally buying or selling futures or forward contracts, as appropriate, the Managing Owner will purchase futures or forwards contracts for each of the Funds on an aggregated basis to reduce transaction trading fees. If the value of the Trust or the Funds decrease to a level where the Funds are only buying a small number of contracts, the Funds’ trading costs may increase, possibly to a level making the purchase of such contracts prohibitively expensive, making it unreasonable or imprudent, in the discretion of the Managing Owner, for the Funds to continue operations. Withdrawal of the Trust’s Managing Owner or suspension or revocation of the Managing Owner’s registration with the CFTC or membership in the NFA could cause the Trust to terminate before its stated termination date of August 1, 2050. The Trust’s or a Fund’s termination could upset the overall maturity and timing of your investment portfolio and cause the liquidation and potential loss of your investment.

The Trust is not a regulated investment company and thus is subject to different protections than a regulated investment company.

The Trust is not an investment company subject to the Investment Company Act of 1940, as amended. Accordingly, you do not have the protections afforded by that statute. For example, the Investment Company Act requires investment companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment manager. Since the Trust is not a registered investment company, you will not benefit from such protections.

The Trust does not have a board of directors, or any operating committees of the board. The Managing Owner, which does not have any independent managers, manages the business and affairs of the Trust.

The Trust is a Delaware statutory trust. A Delaware statutory trust does not have a board of directors or any similar controlling body, or any committees of the board of directors such as audit or compensation committees. Under the terms of the Trust Agreement, the Trustee has delegated to the Managing Owner all of the power and authority to manage the business and affairs of the Trust and the Funds. The Managing Owner is governed by a board of managers, who are appointed by Brookshire Ltd. The Managing Owner does not have any independent managers—managers whose position on the board constitutes the managers’ only relationship to the Managing Owner—on its board of managers. This lack of independent managers may create disincentives for the Managing Owner to act in the best interest of the Trust, the Funds, or limited owners.

Litigation could result in substantial additional expenses.

The Trust or any Fund could be named as a defendant in a lawsuit or regulatory action arising out of the activities of the Managing Owner. If this happens, the Trust or the applicable Fund will bear the costs of defending such suit or action and will be at further risk if its defense is unsuccessful which could result in losses to your investment.

The Managing Owner relies heavily on its key personnel to manage the Trust and each Fund, and the loss of such personnel could adversely affect the Trust or any Fund.

In managing and directing the day-to-day activities and affairs of the Trust and each Fund, the Managing Owner relies heavily on its principals. The Managing Owner is leanly staffed, so if any of its key persons were to leave or be unable to carry out his or her present responsibilities, it could have an adverse effect on the management of the Trust and each Fund.

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Each Fund will have potential indemnification obligations.

Under certain circumstances, a Fund might be subject to significant indemnification obligations with respect to the Managing Owner or the Fund’s legal representatives, officers, directors, agents and servants. The Funds will not carry any insurance to cover such potential obligations and none of the foregoing parties will be insured for losses for which the Fund has agreed to indemnify them. Any indemnification paid by a Fund would reduce its net assets and, by extension, the value of its Units.

Limited owners will not be entitled to participate in management of the Trust or the Funds.

The Managing Owner acts as manager of the Trust and the Funds. Limited owners may not participate in the management or control of the Trust or the Fund in which they invest. The Trust Agreement provides, however, that certain actions may be taken or approved by vote of the Limited Owners. The Managing Owner is responsible for all of the Funds’ trading and no limited owner will have any input into any Fund’s trading.

Limited owners will be limited in their ability to remove the Managing Owner.

The Managing Owner may be removed on prior written notice by limited owners holding Units representing at least a majority (more than 50%) of the net asset value of each Fund (excluding Units held by the Managing Owner and its affiliates). If the Managing Owner is removed from any Fund, the license agreement between the Managing Owner and such Fund will terminate and such Fund may cease operations. These provisions may result in the inability to remove the Managing Owner despite poor performance.

Obligations incurred by a broker on behalf of the Fund which the broker is incapable of satisfying from the assets of the Fund may result in liability to the Fund, and failing that, liability to the limited owners.

The Trust Agreement provides that no limited owner shall be subject to any personal liability whatsoever and only a Fund’s property is intended to be liable and subject to levy or execution for satisfaction of any obligation or claim against such Fund. However, the law relating to investment trusts such as the Trust is not certain. Consequently, there is a risk that a limited owner could be held personally liable, notwithstanding provisions of the Trust Agreement, for obligations of a Fund (to the extent that claims are not satisfied by the assets of the Fund). In particular, limited owners should be aware that due to the operation of the derivatives markets, there is a risk that any obligations incurred by a broker on behalf of a Fund which the broker is incapable of satisfying from the assets of the Fund held on margin with the broker, may result in liability to the Fund, and failing that, liability to the limited owners. The risk to limited owners is based on U.S. jurisprudence which has held the beneficiaries of a business trust who are given rights such that the beneficiaries are deemed to exert control over the assets of the trust will be considered to be acting as principals through the trustee as their agent. Given the terms of the Trust Agreement, it is unlikely the limited owners have sufficient rights or powers in respect of any Fund to be considered to be exercising control thereof. The Managing Owner will also expressly disavow any liability on the part of the limited owners. Although the Trust will segregate and allocate the assets and liabilities of each Fund on its books, this arrangement will not be applicable to the Trust’s and the Funds’ FCMs since the assets of all the Funds will be held in one segregated account by the FCMs in the name of the Trust. Accordingly, an FCM may determine to liquidate contracts allocated to one Fund to satisfy margin requirement of another Fund otherwise than in accordance with the investment methodology of any Fund or the Managing Owner’s instructions, to the detriment of all limited owners.

Limited owners may incur additional liability because of the ambiguity of the Delaware trust statute respecting liability among several funds.

If other jurisdictions do not respect the separation of liability set up in the Delaware trust statute among the series or funds in a trust, it is possible that liability of one Fund may not be borne solely by that Fund and the limited owners in that Fund, but may be instead borne by the Trust as a whole and all the limited owners in the Trust. Except as otherwise set forth herein, the Trust has been formed in a manner and with the intention that each Fund will be liable only for obligations attributable to such Fund and limited owners will not be subject to the losses or liabilities of any Fund in which they have not invested. In the event that any creditor or limited owner of Units in any particular Fund were to assert against the Trust a valid claim with respect to its indebtedness or Units, it is intended that the creditor or limited owner would only be able to recover money from that particular Fund and its assets and from the Managing Owner through the Managing Owner’s ownership of Units in the applicable Fund. Accordingly, it is anticipated that the debts, liabilities, obligations, claims and expenses, or collectively, claims, incurred, contracted for or otherwise existing solely with respect to a particular Fund will be enforceable only against

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the assets of that Fund and against the Managing Owner and its assets (through the Managing Owner’s ownership of Units in the applicable Fund), and not against any other Fund or the Trust generally or any of their respective assets. The assets of any particular Fund include only those funds and other assets that are paid to, held by or distributed to the Trust on account of and for the benefit of that Fund, including, without limitation, funds delivered to the Trust for the purchase of Units in a Fund. This limitation on liability is referred to as the “Inter-Fund Limitation on Liability.” The Inter-Fund Limitation on Liability is expressly provided for under Section 3804(a) of 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 fund will be enforceable only against the assets of such fund and not against the trust generally. While the Trust will be managed in such manner as to provide the aforementioned protections to holders of each Fund’s Units, there can be no assurance that a court (including a court sitting in the State of Delaware) will respect the Inter-Fund Limitation on Liability in the context of any particular litigation. If the Inter-Fund Limitation on Liability is disregarded, there could be a material adverse effect on the Trust and each Fund and your investment in Units.

Interest Rate Risk — The yield earned by fixed income securities held by the Funds is subject to changes in interest rates. As a result, there is risk that a decline in short-term interest rates would lower the yield of fixed income securities held by the Funds and the overall return on your investment.

Issuer Credit and Default Risk — The commodity futures and forward contracts purchased by the Funds may not be secured and will not be insured or guaranteed. As a result there is a risk that issuer or counterparty default will detrimentally affect the value of the Fund. Further, if a portfolio security declines in credit quality or goes into default, it also would affect the yield of fixed income securities held by the Funds.

Inflation Risk —The value of your investment could be eroded over time by the effects of inflation.

Investment Risk —Security and commodity selection by the Managing Owner may cause the Funds to under-perform other funds with similar investment objectives.

No Guaranteed Return—There is no guarantee that any Fund will earn any return, or that any Fund will otherwise achieve its investment objectives. Your investment in a Fund will not be insured or guaranteed by anyone. An investment in a Fund is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment and who can withstand the effect of no distributions being paid.

Risk of Limited Number of Investments —A Fund may make only a limited number of investments and, as a consequence, the aggregate returns realized by limited owners may be substantially adversely affected by the unfavourable performance of even one such investment.

RISKS RELATED TO COMMODITY TRADING AND MARKETS

You may lose some or all of your investment if commodity futures and forward prices, which are highly unpredictable and volatile, decrease.

Participation in a decreasing market could produce substantial losses for a Fund. This could result in the possible loss of your entire investment in a Fund. Price movements of futures contracts are highly volatile and are influenced by many factors. Some of those factors are:

• changing supply and demand relationships;

• weather and other environmental conditions;

• acts of God;

• agricultural, fiscal, monetary and exchange control programs and policies of governments;

• national and international political and economic events and policies; changes in rates of inflation; and

• the general emotions and psychology of the marketplace, which at times can be irrational and totally unrelated to other more tangible factors.

None of these factors can be controlled by the Managing Owner. Even if current and correct information as to substantially all factors is known or thought to be known, prices still may not react as predicted. The profitability of each Fund will depend

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on whether the Fund’s portfolio increases in value over time. The volatility of the futures and forward markets is one reason that an investment in Units should be viewed as a long-term investment.

In addition, each commodity has risks that are inherent in the nature of such commodity.

Metals Commodities — Price movements in futures and forward contracts held by the Core Funds, the Metals Funds and the Accelerated Core Funds in metals commodities such as aluminum, silver and gold are affected by many factors. Some of those factors are:

• A change in economic conditions, such as a recession, can adversely affect the price of both industrial and precious metals. An economic downturn may have a negative impact on the usage and demand of metals which may result in losses for the Core Funds, the Metals Funds and the Accelerated Core Funds.

• A sudden shift in political conditions of the world’s leading metal producers may have a negative effect on the global pricing of metals.

• An increase in the hedging of precious metals may result in the price of precious metals declining.

• Changes in global supply and demand for industrial and precious metals.

• The price and quantity of imports and exports of industrial and precious metals.

• Technological advances in the processing and mining of industrial and precious metals.

• The price and availability of alternative metal commodities.

Agricultural Commodities — Price movements in futures and forward contracts held by the Core Funds, the Agriculture Funds and the Accelerated Core Funds in agricultural commodities, such as wheat, corn and soybeans, are affected by many factors. Some of those factors are:

• farmer planting decisions and general economic, market and regulatory factors influencing the price of agricultural commodities;

• weather conditions, including hurricanes, tornadoes, storms and droughts, materially adversely affecting crops, live cattle, live hogs and lumber, which may result in significant fluctuations in prices in such commodities;

• changes in global supply and demand for agriculture products;

• the price and quantity of imports and exports of agricultural commodities;

• political conditions, including embargoes and war, affecting agricultural production, imports and exports;

• technological advances in agricultural production; and,

• the price and availability of alternative agricultural commodities.

Energy Commodities — Price movements in futures and forward contracts held by the Core Funds, the Energy Funds and the Accelerated Core Funds in energy commodities, such as crude oil and natural gas, are subject to risks due to frequent and often substantial fluctuations in energy commodity prices. In the past, the prices of natural gas and crude oil have been extremely volatile, and the Managing Owner expects this volatility to continue. For example, the NYMEX daily settlement price for natural gas for the prompt month contract (the first available month traded) in 2007 ranged from a high of $8.54 per Million British Thermal Units, or MMBtu, to a low of $7.21 per MMBtu. The NYMEX daily settlement price for crude oil for the prompt month contract in 2007 ranged from a high of $94.97 per barrel to a low of $57.17 per barrel. The markets and prices for energy commodities are affected by many factors. Some of those factors are:

• changes in global supply and demand for oil and natural gas;

• the price and quantity of imports and exports of oil and natural gas;

• political conditions, including embargoes and war, affecting oil producing activities;

• the level of global oil and natural gas exploration, inventories, production and pricing;

• weather conditions;

• technological advances affecting energy consumption; and

• the price and availability of alternative fuels.

The Brookshire International Raw Materials Index and the indices derived from the BIRMI are likely to be volatile and could suffer from periods of prolonged decline in value.

The BIRMI and the indices derived from the BIRMI, upon which the Funds’ trading is based, are likely to be volatile and could suffer from periods of prolonged decline in value. At any time, the price of any component commodity of the indices may be affected by various factors, such as weather or world political or economic events. Each Fund’s success depends on increases in the value of the commodities portfolio represented by its corresponding index. Limited owners will receive a

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positive return on their investment only if the value of the commodities portfolio and the value of the Fixed Income Portfolio increase at a rate that exceeds the cost of inflation and the fees and expenses associated with the Funds. Given the highly unpredictable and volatile nature of futures and forward prices, the price movements of the raw materials comprising each index should be viewed over a longer period of time. The Managing Owner believes that limited owners should view their investment as at least a two-year commitment.

A Fund will not always be able to replicate exactly the performance of its corresponding index.

It is possible that a Fund may not fully replicate the performance of the index to which it corresponds due to disruptions in the markets for the relevant commodities in that index or due to other extraordinary circumstances. In addition, each of the Funds may be unable to replicate precisely the performance of its respective index because the total return generated by an index’s corresponding Fund will be reduced by expenses and transaction costs, including those incurred in connection with each Fund’s trading activities, and increased by interest income from a Fund’s holdings of short-term high credit quality fixed income securities. Tracking the applicable index requires trading of the relevant Fund’s portfolio with a view to tracking the corresponding index over time and will be dependent upon the skills of the Managing Owner and its trading principals, among other factors. Further, as commodity futures and forward contracts may be held globally on behalf of the Funds in the Trust, a substantial redemption or purchase in one Fund could affect the level of leverage in another Fund by leaving that other Fund with a greater or smaller portion of the applicable shared commodity futures and forward contracts. This in turn could lead to the Fund selling or buying the applicable commodity futures and forward contracts to restore leverage to the desired level.

The BIRMI and the BRMXL are heavily weighted in certain commodities.

At any time the BIRMI and the BRMXL may be significantly weighted in certain commodity sectors (i.e., energy, agriculture, industrial metals, precious metals, livestock or paper/forest) and/or certain commodities within those sectors. As of the date of this report, the BIRMI and the BRMXL are significantly weighted in the energy, agriculture and industrial metals sectors (41.5% (including 20.0% in crude oil), 30.0% and 19.5%, respectively). Accordingly, a decline in value in such commodities would adversely affect the performance of the Core Funds and the Accelerated Core Funds, which seek to replicate, to the extent reasonably possible, the notional composition, weight and methodology of the BIRMI and BRMXL, respectively. Additionally, the manner in which these Funds are weighted will make these Funds more susceptible to a single economic, political or regulatory event than a diversified commodity pool. In addition, a decline in the value of such commodities would more adversely affect the Accelerated Core Funds due to their use of leverage in maintaining its positions.

The BRMEN will be comprised only of energy oriented commodities.

As a general matter, the BRMEN will be comprised only of energy oriented commodities, of which crude oil is expected to constitute a significant portion. Accordingly, a decline in value in such commodities would adversely affect the performance of the Energy Funds. As of the date of this report, the BRMEN is significantly weighted toward crude oil (48.0%) and Brent crude oil (16.0%). Accordingly, a decline in value in such commodities would adversely affect the performance of the Energy Funds.

The BRMAG will be comprised only of agricultural oriented commodities.

As a general matter, the BRMAG will be comprised only of agricultural oriented commodities. Accordingly, a decline in value in such commodities would adversely affect the performance of the Agriculture Funds.

The BRMME will be comprised only of metal oriented commodities.

As a general matter, the BRMME will be comprised only of metal oriented commodities. Accordingly, a decline in value in such commodities would adversely affect the performance of the Metals Funds.

The Accelerated Core Funds will utilize a substantial amount of leverage, and such leverage may increase the risk of losses.

The Accelerated Core Funds will utilize leverage in its investment program. Leverage creates an opportunity for greater yield and total return, but also increases exposure to capital risk and higher current expenses and greater loss. If the value of

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commodity futures or forward contracts purchased decreases, the Accelerated Core Funds may be obligated to increase margin deposits to avoid liquidation. Because the Accelerated Core Funds are utilizing leverage, any margin deposits required will be greater than if no leverage was employed. Specifically, if one of the commodity futures or forward contracts in the Accelerated Core Funds decreases in value, such Fund will lose 50% more money than it would have lost had no leverage been utilized. For example, if an investment in a Core Fund produces a loss of 40% of your investment, an Accelerated Core Fund will actually suffer a loss equal to approximately 60% of your investment because of its use of 50% leverage. If trades produce losses of more than the amount an Accelerated Core Fund has in its Fixed Income Portfolio, then the Accelerated Core Fund will need to sell other commodity futures or forward contracts to settle loss contracts. If this occurs, the limited owners in that Accelerated Core Fund could lose all of their investment.

Investors who purchase CDN denominated Units will bear the currency fluctuation risk associated with an investment in the Canadian dollar.

Any limited owner that owns Units in a CDN denominated Fund will bear the currency fluctuation risk associated with an investment in that currency. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Funds will not seek to hedge these risks.

Over-the-counter transactions are subject to little, if any, regulation and may be subject to the risk of counterparty default.

The Managing Owner intends that any commodity futures contracts traded by a Fund will be exchange traded, except when the Managing Owner, in its sole discretion, determines that to do so would not be reasonably practicable. In such circumstances, a Fund will trade commodity futures and forward contracts wherever possible, including in the over-the-counter markets. Over-the-counter contracts are typically traded on a principal-to-principal basis through dealer markets that are dominated by major money center and investment banks, dealers and other financial institutions and are essentially unregulated by the CFTC. Limited owners therefore will not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act in this over-the-counter trading activity by the Funds. The markets for over-the-counter contracts rely upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC. The lack of regulation in these markets could expose a Fund, in certain circumstances, to significant losses in the event of trading abuses or financial failure by participants.

If the Managing Owner elects to trade non-exchange traded commodity futures and forward contracts, each Fund would face the risk of non-performance by the counterparties to such contracts. Unlike futures contracts, the counterparty to these contracts is generally a single bank, dealer or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result, the Funds would be subject to greater counterparty credit risk in these transactions. The counterparty might not be able to meet its obligations, in which case the applicable Fund could suffer significant losses on these contracts. Any counterparty default, whether due to insolvency, bankruptcy or other causes, could subject the Fund to substantial losses. With respect to forward contracts, there are no limitations on daily price movements or position limits. The principals who deal in forward contract markets are not required to make markets in the forward contracts they trade. The foregoing is not intended to be an exhaustive description of all the potential risks of forward contract trading. Prospective limited owners should inform themselves fully about the risks associated with forward markets before investing in a Fund.

The failure or bankruptcy of an FCM could result in a substantial loss of one or more of the Funds’ assets.

Under CFTC regulations, an FCM is required to maintain customers’ assets in a bulk segregated account. If an FCM fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that FCM’s bankruptcy. In that event, the FCM’s customers are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all customers of that FCM. Each Fund also may be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which commodity interest contracts are traded.

Futures and forward trading may be illiquid and it may be difficult to liquidate a position, which may result in large losses.

While the Managing Owner intends to limit the Funds to trading in commodities in markets that are characterized by a high degree of liquidity, futures markets may sometimes be illiquid. Foreign futures exchanges may have a lesser degree of

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liquidity than U.S. futures exchanges. Forward markets typically have less liquidity than futures markets. There is no guarantee that forward markets will have sufficient liquidity to enable the Funds to enter into forward contracts at an attractive price or at all. Disruptions in futures and forward markets may also make it difficult for a Fund to liquidate a position. Alternatively, limits imposed by futures exchanges or other regulatory organizations, such as speculative position limits and daily price fluctuation limits, may contribute to a lack of liquidity with respect to some commodity interests. Lack of liquidity may make it difficult or impossible for a Fund to open or close out positions, which may result in a Fund not being able to enter into futures or forward contracts or incurring large losses.

The Funds may be subject to restrictions on investment activities due to speculative position limits.

The CFTC and many commodities exchanges have established limits referred to as “speculative position limits” on the maximum net long or short speculative futures positions that any single individual person may hold or control in derivatives traded on such exchanges. All accounts owned or managed by the Managing Owner, its principals and its affiliates may be combined for position limit purposes. The Funds could be required to liquidate positions in order to comply with such limits. Any such liquidation could result in substantial costs to one or more of the Funds. Modification of trades that would otherwise be made by each Fund, if required, could adversely affect each Fund’s operations and profitability. For example, a Fund’s ability to reinvest income in additional futures contracts subject to such position limits may be limited to the extent these additional investments would cause such Fund to exceed the applicable position limits and additional relief is not forthcoming.

The Managing Owner intends to seek relief from these position limits for the applicable Funds once trading commences in such Funds that would, if obtained, allow the applicable Funds to establish positions above the maximum limits otherwise applicable. In the event relief is not granted or such relief is not sufficient to allow a Fund to replicate the applicable index, the Managing Owner may take one or more of the following actions: reduce the size of positions that would otherwise be taken for each affected Fund; not permit trades in certain markets on behalf of each affected Fund in order to avoid exceeding such limits; and/or cause a Fund to enter into one or more commodity forward contracts instead of entering into commodity futures contracts that are the subject of the “speculative position limits.” Additional information regarding this is included in the risk factor titled “Speculative position limits on certain commodity futures in the United States may lead the Funds to enter into commodity forward contracts and, in each case, increase a Fund’s performance deviation from the applicable index” immediately below. The use of any of the above-referenced strategies may cause a Fund’s returns to differ from the returns of the applicable index to a greater extent than if that Fund traded only futures contracts.

Speculative position limits on certain commodity futures contracts in the United States may lead the Funds to enter into commodity forward contracts and, in each case, increase a Fund’s performance deviation from the applicable index.

In attempting to replicate the applicable index for a Fund, the Fund may enter into commodity forward contracts with respect to certain commodities if it cannot enter into the corresponding futures contracts, including due to speculative position limits (Additional information regarding this is included in the risk factor titled “The Funds may be subject to restrictions on investment activities due to speculative position limits” immediately above). The use of forward contracts may cause a Fund’s returns to differ from the returns of the applicable index more so than if that Fund traded only futures contracts.

Forward contracts generally are not traded on exchanges; rather, banks, dealers and other financial institutions act as principals in these markets. Neither the CFTC nor any banking authority regulates trading in such forward contracts. Principals in the forward markets have no obligation to continue to make markets in the forward contracts traded. There have been periods during which certain banks, dealers and other financial institutions have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they are prepared to buy and that which they are prepared to sell. In its forward trading, a Fund will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which a Fund trades. Fund assets on deposit with such principals will also generally not be protected by the same segregation requirements that are imposed on CFTC-regulated commodity futures brokers in respect of client funds on deposit with them. Accordingly, the insolvency or bankruptcy of such principals could also subject a Fund to the risk of loss.

The Managing Owner intends that each Fund will enter into forward contracts only with highly creditworthy financial institutions, dealers and other parties as determined by the Managing Owner.

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Commodity futures exchange trading limits may force trading instructions to be modified.

Most commodity futures exchanges limit the amount of commodity futures contract price fluctuations in a single day. If an exchange limits contract prices, trading instructions issued by a Fund may not be complied with, and/or a Fund’s positions may have to be liquidated in order to avoid exceeding these trading limits. Such modification or liquidation could adversely affect the operations and profitability of a Fund.

A Fund may become leveraged prior to the “re-balancing” of the Fund, which is the date (approximately once a month) that the commodities within each Fund are re-aligned to their allocated weights within the applicable index, to the extent reasonably possible, by notionally buying or selling futures or forward contracts, as appropriate.

Substantial redemptions of Units of a Fund may cause that Fund to temporarily become leveraged prior to “re-balancing” of such Fund. Conversely, substantial subscriptions for Units may cause a Fund to hold excessive cash cover prior to “re-balancing.” Increased leverage increases the risk of loss for a Fund.

Futures contracts rely on the operation of exchanges and clearinghouses.

The bulk of commodity futures and forward contracts in which a Fund will have an interest will be traded on commodity exchanges. A Fund could have its trading disrupted if the exchanges on which it trades or any of their clearinghouses were to discontinue operations or to experience disruptions in trading due to computer problems, unsettled markets or other factors. In such event, such Fund might suffer a loss of value.

The CFTC regulations do not apply to trades placed on foreign exchanges and in forward markets and thus there is less protection for limited owners for those trades. Other risks are entailed in such trading as well.

The Funds may trade in commodity futures on exchanges located outside the U.S. and forward contracts in forward markets where CFTC regulations do not apply. Some foreign exchanges and forward markets, in contrast to U.S. exchanges, are “principals’ markets” in which performance with respect to a contract is the responsibility only of the individual member with whom the trader entered into a contract and not of the exchange or clearinghouse, if any. In the case of trading on such foreign exchanges and forward markets, the Funds will be subject to the risk of the inability of, or refusal by, the counterparty, to perform with respect to such contracts. The Funds also may not have the same access to certain trades as do various other participants in foreign markets and forward markets. Due to the absence of a clearinghouse system on certain foreign and forward markets, such markets are significantly more susceptible to disruptions than U.S. exchanges. Trading on foreign exchanges may involve certain risks which may not be applicable to trading on U.S. exchanges, such as the risks of exchange controls, expropriation, burdensome or confiscatory taxation, moratoriums, or political or diplomatic events. In addition, certain of these foreign markets are newly formed and may lack personnel experienced in floor trading as well as in monitoring floor traders for compliance with exchange rules. If the Funds trade on foreign markets, they will be subject to the risk of fluctuations in the exchange rate between the local currency and the currency of the Fund and to the possibility of exchange controls. The Funds’ net asset values may be adversely affected by fluctuations in the value of the currency of the Fund against other currencies in which the Funds invest. The Funds will not hedge against such currency risk.

An absence of “Backwardation” in the prices of Light, Sweet Crude or Heating Oil, or an absence of “Contango” in the prices of Aluminum, Gold, Corn or Wheat, may decrease the price of your Units.

As the futures contracts that underlie certain of the indices near expiration, they will be replaced by contracts that have a later expiration date. Thus, for example, a contract purchased and held in October 2008 may have a November 2008 expiration date. As that contract nears expiration, it may be replaced by selling the November 2008 contract and purchasing the contract expiring in December 2008. This process is referred to as “rolling.” Historically, the prices of light, sweet crude and heating oil have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the November 2008 contract would take place at a price that is higher than the price at which the December 2008 contract is purchased, thereby creating a gain in connection with rolling. While light, sweet crude and heating oil have historically exhibited relatively consistent periods of backwardation, backwardation will likely not exist in the markets for these commodities at all times. The absence of backwardation in the markets for light, sweet crude and heating oil could adversely affect the value of the index and, accordingly, decrease the value of your Units. Conversely, aluminum, gold, corn and wheat historically exhibit “contango” markets rather than backwardation. Contango markets are those in which the prices of contracts are higher in the distant

17

delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors. Although aluminum, gold, corn and wheat have historically exhibited relatively consistent periods of contango, contango will likely not exist in these markets at all times. The absence of contango in aluminum, gold, corn and wheat could adversely affect the value of an index and, accordingly, decrease the value of a Fund and your Units.

An investment in a Fund is not suitable for investors seeking current income.

An investment in any of the Funds is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment and who can withstand the effect of no distributions being paid. An investment in any Fund is not suitable for investors seeking current income for financial or for tax planning purposes.

Other investors replicating the indices may increase competition for its component commodities contracts.

Each index is currently, and is expected to continue to be, licensed to entities other than the Managing Owner and the Funds. Accordingly, the risks associated with liquidity and competition for the component commodities contracts of each of the indices may be increased.

The continued publication of the indices cannot be assured.

Although Brookshire has licensed each of the indices to the Managing Owner and the Trust (on behalf of the Funds), Brookshire is neither under any obligation to continue to publish any or all of the indices nor required to publish any successors to any of the indices. Further, the license to the indices will terminate on the earlier of: (1) the date of termination of the Trust or the applicable Funds or (2) the date on which the Managing Owner is removed or terminated as Managing Owner from any of the Funds, as to the terminating Fund. Should Brookshire cease publication of an index, the corresponding Fund will terminate.

The net asset value calculation of a Fund may be overstated or understated due to the valuation method employed when a settlement price is not available on the date of net asset value calculation.

Calculating the net asset value of each Fund includes, in part, measurement of the value of any unrealized profits or losses on open commodity futures and forward contracts. Under normal circumstances, the net asset value of each Fund will reflect the settlement price of open commodity futures and forward contracts on the date when the net asset value is being calculated. However, if a commodity futures contract traded on an exchange (both U.S. and, to the extent it becomes applicable, non-U.S. exchanges) could not be liquidated on such day (due to the operation of daily limits or other rules of the exchange upon which that position is traded or otherwise), the settlement price on the most recent day on which the position could have been liquidated will be the basis for determining the market value of such position for such day. In such a situation, there is a risk that the calculation of the net asset value of the applicable Fund on such day will not accurately reflect the realizable market value of such commodity futures contract. For example, daily limits are generally triggered in the event of a significant change in market price of a commodity futures contract. Therefore, as a result of the daily limit, the current settlement price will be unavailable. Because the settlement price on the most recent day on which the position could have been liquidated will be used in lieu of the actual settlement price on the date of determination, there is a risk that the resulting calculation of the net asset value of the applicable Fund could be under- or overstated, perhaps to a significant degree.

Similarly, because forward contracts are not generally traded on organized exchanges, the Managing Owner will have to estimate the market value of open forward contracts. Thus, there is a risk that the actual value of open forward contracts may differ from the Managing Owner’s estimate of their value, which may result in the calculation of the net value of the applicable Fund being under- or overstated.

REGULATORY RISKS

Regulation of certain commodity futures contract markets is extensive and regulation of commodity futures and forward contract markets is constantly changing; future regulatory developments are impossible to predict, but could significantly and adversely affect the Trust and one or more Funds.

The commodity futures, options on futures and securities futures markets are subject to statutes, regulations and margin requirements. Recent legislation has created a new multi-tiered structure of exchanges in the United States subject to varying

18

degrees of regulation, and rules and interpretations regarding various aspects of this new regulatory structure have only recently been proposed or finalized. Traditional futures exchanges, which are now called designated contract markets, are now subject to more streamlined and flexible core principles rather than the prior statutory and regulatory mandates. However, with respect to these traditional futures exchanges, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements, the establishment of daily limits and the suspension of trading. The regulation of commodity futures and forward transactions in the United States is a rapidly changing area of law and is subject to on-going modification by government and judicial action. In addition, various international governments have expressed concern regarding the disruptive effects of speculative trading in the currency markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change is impossible to predict, but could be substantial and adverse.

Government regulations may change and adversely affect the Trust and the Funds.

Considerable regulatory attention has recently been focused on publicly distributed partnerships, and, in particular, on “commodity pools” such as the Trust. In addition, tax law revisions could have a materially adverse effect on the Trust and the Funds. Concern has also been expressed about speculative pools of capital trading in the currency markets, because these pools have the potential to disrupt central banks’ attempts to influence exchange rates. In the current environment, future regulatory changes may alter, perhaps to a material extent, the nature of an investment in any Fund.

The Managing Owner’s CFTC registrations or NFA memberships could be terminated which could adversely affect the Trust or a Fund.

If the CFTC registrations or NFA memberships of the Managing Owner cease to be effective, the Managing Owner will not be able to provide the duties delegated to it by the Trustee to act for the Trust. If the Managing Owner is unable to act for the Trust or a Fund, it could adversely affect the Trust or such Fund. For example, if the Managing Owner’s registration as a commodity pool operator under the Commodity Exchange Act or the Managing Owner’s membership as a commodity pool operator with the NFA is suspended, revoked or terminated, the Trust may be required to dissolve.

The Trust and the Managing Owner have been represented by one counsel, and you will not benefit from further review of the offering of Units by independent counsel.

In connection with the offering of Units, the Trust and the Managing Owner have been represented by one counsel, and the offering and the registration statement of the Trust and the Funds have only been reviewed by such one counsel. To the extent that the Trust, the Managing Owner or you could benefit by further independent review, such benefit will not be available unless you consult with your own advisors.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

Neither the Trust nor any Fund owns or uses any physical properties in the conduct of its business. The main office of the Trust and each Fund is located at 1000 Hart Road Suite 210, Barrington, IL 60010.

Item 3. LEGAL PROCEEDINGS

The Managing Owner is unaware of any material legal proceedings to which the Trust or any Fund is a party or to which any of their respective assets are subject.

Although none of the Trust, the Funds or the Managing Owner is a party to or involved in the following proceeding, the Company is disclosing a legal proceeding involving two of its officers and directors, Clyde Harrison and Richard Chambers. Prior to becoming officers and directors of the Managing Owner, Clyde Harrison and Richard Chambers served as managing members of Beeland Management Company, LLC (“Beeland”), an Illinois limited liability company that is the managing

19

partner and commodity pool operator of various commodities index funds. Messrs. Harrison and Chambers still retain a minority ownership interest in Beeland. Together with other minority owners of Beeland, Messrs. Harrison and Chambers have sued James Rogers, the majority owner of Beeland, alleging, among other things, that he made improper use of the Rogers International Commodities Index, which they allege was proprietary to Beeland. Beeland has recently brought a civil lawsuit against Messrs. Harrison and Chambers alleging that Messrs. Harrison and Chambers breached their fiduciary and contractual obligations to Beeland (i) by causing Beeland to pay Mr. Harrison excessive compensation and reimburse Mr. Harrison for certain improper expenses, (ii) by permitting Beeland to violate state securities laws by selling interests in states in which securities registrations had not been obtained or had expired, (iii) by improperly documenting certain transactions between Mr. Rogers and Beeland and (iv) by misappropriating Beeland’s investor list. Beeland’s action seeks an unspecified amount of monetary damages and an injunction against the use of Beeland’s investor list. Messrs. Harrison and Chambers deny all of Beeland’s claims, believe they have significant defenses to Beeland’s claims and intend to mount a vigorous defense, and assert that Beeland’s claims are an opportunistic response to the law suit brought against it by its minority shareholders. While none of the Trust, the Funds or the Managing Owner is a party to the legal proceedings, no assurance can be given as to the outcome of this litigation or its affect on the Trust and/or the Funds.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Part II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Units are not sold on any exchange. Rather, Units are sold through selling agents who are broker-dealers registered under the Securities Exchange Act of 1934, as amended, and members of the Financial Industry Regulatory Authority, or FINRA. Selling Agents will use their “best efforts” to sell Units. There is not likely to be a secondary market for Units. Units may be redeemed, in whole or in part, on a daily basis, subject to the conditions and restrictions provided in the Trust Agreement. In particular, if a limited owner redeems Units within 90 days of the effective date of the purchase of the Units being redeemed, such limited owner will be charged a redemption fee of 2% of the net asset value of the Units being redeemed. Units in one Fund may also be exchanged for Units in another Fund, subject to the conditions and restrictions set forth in the Trust Agreement.

Holders

At the time of organization of the Trust, the Managing Owner subscribed for, and currently owns, ten Units in each of the Core USD Fund, the Agriculture USD Fund, the Metals USD Fund, the Energy USD Fund and the Accelerated Core USD Fund. As of the date of this annual report, those are the only outstanding Units in any of the Funds.

Dividends

Subject to applicable laws and the Trust Agreement, the Managing Owner has sole discretion to determine what distributions, if any, a Fund will make to holders of the Fund’s Units. No Fund has made distributions to its holders as of the date of this annual report.

Securities Authorized for Issuance under Equity Compensation Plans

Neither the Trust nor any Fund has any employees, officers or directors or any equity compensation plans. Accordingly, no Units are authorized for issuance under equity compensation plans.

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Sales of Unregistered Securities

During the year ended December 31, 2007, no unregistered Units were sold in any Fund. In addition, no Fund repurchased any Units during the year ended December 31, 2007

Use of Proceeds

Units in each Fund are being offered for subscription during the initial offering period. Each Fund may commence operations at any time following that Fund reaching at least the required minimum amount of subscriptions. During that initial offering period, all subscription funds for each Fund are being deposited into segregated escrow accounts in the name of that Fund with JPMorgan Chase Bank, N.A. and held by JPMorgan Chase Bank, N.A., in each case in its capacity as the escrow agent to the Trust and the Funds. If the minimum required subscription amount for a Fund is reached during the initial offering period, the escrowed funds for that Fund will be released to the applicable Fund for trading purposes. If the minimum required subscription amount for a Fund is not reached during the initial offering period, the offering for such Fund will be terminated, and all escrowed funds for that Fund will promptly be refunded to each investor in the applicable Fund, without interest and without deduction of any fees or other amounts.

After the closing of the initial offering period for Funds that have met their subscription minimums and have not otherwise closed or terminated their offering, Units in those Funds will be offered during a continuous offering period at a per-Unit purchase equal to the net asset value per Unit of the applicable Fund as of 6:00 pm New York time on the trading day preceding the effective date of the purchase. During that continuous offering period, net subscription proceeds for Units will be turned over to the applicable Funds for trading.

Once a Fund commences operations, it is anticipated that a portion of its total net assets will be allocated to commodity futures and forward contracts trading. The balance of each Fund’s net asset value will be held in cash, cash equivalents or investment grade fixed income securities, which will be used as margin for the Fund’s trading in commodity futures and forward contracts. The percentage that U.S. Treasury bills and other fixed income securities will bear to the total net assets will vary from period to period as the market values of the exchange-traded futures contracts and forward contracts change. The balance of the net assets will be held in each Fund’s commodity trading account. Interest earned on the Funds’ interest-bearing funds will be paid to the applicable Fund.

Approximately 10% of the Trust’s assets are expected to be committed as required margin for futures and forward contracts trading and held by the respective broker, although the committed amount may vary. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder. The remaining 90% of the Trust’s assets will normally be invested in cash equivalents and short term investment grade fixed income securities.

Item 6. SELECTED FINANCIAL DATA

The selected financial information for the year ended December 31, 2007 is taken from the financial statements of the Trust included on pages F-1 through F-13 of this filing.

You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included therewith. Results from past periods are not necessarily indicative of results that may be expected for any future period. Neither the Trust nor any Fund has yet commenced operations.

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	Core USD Fund				Core CDN Fund				Agriculture US Fund
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Total revenues		N/A		N/A		N/A		N/A		N/A		N/A
Net income (loss)		N/A		N/A		N/A		N/A		N/A		N/A
Total assets	$	10	$	138,793	$	—	$	59,477	$	10	$	34,705
Long term obligations	$	—	$	138,783	$	—	$	59,477	$	—	$	34,695
Net asset value per unit		N/A		N/A		N/A		N/A		N/A		N/A

	Agriculture CDN Fund				Metals USD Fund				Metals CDN Fund
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Total revenues		N/A		N/A		N/A		N/A		N/A		N/A
Net income (loss)		N/A		N/A		N/A		N/A		N/A		N/A
Total assets	$	—	$	14,869	$	10	$	34,705	$	—	$	14,869
Long term obligations	$	—	$	14,869	$	—	$	34,695	$	—	$	14,869
Net asset value per unit		N/A		N/A		N/A		N/A		N/A		N/A

	Energy USD Fund				Energy CDN Fund				Accelerated Core USD Fund
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Total revenues		N/A		N/A		N/A		N/A		N/A		N/A
Net income (loss)		N/A		N/A		N/A		N/A		N/A		N/A
Total assets	$	10	$	34,705	$	—	$	14,869	$	10	$	34,705
Long term obligations	$	—	$	34,695	$	—	$	14,869	$	—	$	34,695
Net asset value per unit		N/A		N/A		N/A		N/A		N/A		N/A

	Accelerated Core CDN Fund
	Dec. 31, 2007		Dec. 31, 2006
Total revenues		N/A		N/A
Net income (loss)		N/A		N/A
Total assets	$	—	$	14,869
Long term obligations	$	—	$	14,869
Net asset value per unit		N/A		N/A

There were no extraordinary, unusual or infrequently occurring items recognized in any annual period reported above, and neither the Trust nor any Fund has disposed of any segments of its business. There have been no year-end adjustments that are material to the results of any fiscal period reported above.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion and tables should be read in conjunction with the financial statements and notes thereto of the Trust and the Funds included in this report.

Critical Accounting Policies and Estimates

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies will involve judgments and actual results may differ from the estimates used.

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Liquidity and Capital Resources

As of December 31, 2007 and the date of this annual report, the Managing Owner owns all of the 50 outstanding Units, consisting of 10 Units in each of the Core USD Fund, the Agriculture USD Fund, the Metals USD Fund, the Energy USD Fund and the Accelerated Core USD Fund. These Units were issued to the Managing Owner on the formation of the Trust on August 17, 2006. The initial offering period for each Fund is still continuing, and no Fund has yet commenced trading. Until the initial offering period closes, all subscription proceeds received prior to that date will be held in a segregated escrow account in the name of each Fund with JPMorgan Chase Bank, N.A., in its capacity as escrow agent. If the minimum requisite Units are not sold for any Fund within the initial offering period, each investor in such Funds, without interest and without deduction of any fees or other amounts, after the end of the initial offering period. During the continuous offering period, the net subscription proceeds will be turned over to such Fund for trading.

The Trust and the Funds will raise capital only through the sale of Units offered pursuant to the sale of Units, and not through borrowing. Due to the nature of their business, neither the Trust nor the Funds is expected to make any capital expenditures or to have any capital assets which are not operating capital or assets.

The Managing Owner is responsible for the payment of all of the ordinary expenses associated with the organization of the Trust and the offering of each Fund, except for the subscription fee and ongoing trailing fees payable by each limited owner. As a result, less than 100% of each Fund’s offering proceeds will initially available for that Fund’s trading activities.

Once a Fund commences operations, it is anticipated that a portion of its total net assets will be allocated to commodity futures and forward contracts trading. Approximately 10% of each Fund’s assets are expected to be committed as required margin for futures and forward contracts trading and will be held by the Trust’s futures commission merchant in segregated accounts pursuant to the Commodity Exchange Act, although the committed amount may vary. This margin will generally be held in cash. The remaining approximately 90% of each Fund’s assets will normally be invested in the Fixed Income Portfolio. The percentage that U.S. Treasury bills and other fixed income securities will bear to the total net assets will vary from period to period as the market values of the exchange-traded futures contracts and forward contracts change. The balance of the net assets will be held in each Fund’s commodity trading account. Interest earned on the Funds’ interest-bearing funds will be paid to the applicable Fund.

Most United States commodity futures exchanges limit fluctuations in futures contracts prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. This may affect a Fund’s ability to initiate new positions or close existing ones or may prevent it from having orders executed. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent a Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, a Fund may not be able to execute futures or forward trades at favorable prices if little trading in such contracts is taking place.

Trading in forward or other over-the-counter contracts introduces a possible further impact on liquidity. Because such contracts are executed “off exchange” between private parties, the time and difficulty required to offset or “unwind” these positions may be greater than that for regulated instruments. This potential delay and difficulty could be exacerbated to the extent a counterparty is not a United States person. However, the Managing Owner intends that any commodity futures and forward contracts traded by a Fund will be exchange-traded, except when the Managing Owner, in its sole discretion, determines that to do so would not be reasonably practicable.

The Managing Owner may not always be able to liquidate its commodity positions at the desired price. The large face value of the positions that the Managing Owner may acquire for each Fund increases the risk of illiquidity by both making its positions more difficult to liquidate at favorable prices and increasing the losses incurred while trying to do so. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. A market disruption, such as a foreign government taking political actions that disrupt the market in its currency or in a major export, can also make it difficult to liquidate a position.

There is not likely to be a secondary market for Units. Units may be redeemed, in whole or in part, on a daily basis, subject to the conditions and restrictions provided in the Trust Agreement. In particular, if a limited owner redeems Units within 90 days of the effective date of the purchase of the Units being redeemed, such limited owner will be charged a redemption fee

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of 2% of the net asset value of the Units being redeemed. Units in one Fund may also be exchanged for Units in another Fund, subject to the conditions and restrictions set forth in the Trust Agreement.

Other than these limitations on liquidity, which are inherent in a Fund’s trading operations, and the limitations on liquidity, market risks and credit risks discussed below, each of the Funds’ assets are expected to be highly liquid.

Market risk

Trading in futures and forward contracts will involve each of the Funds entering into contractual commitments to purchase or sell futures or forward contracts for commodities within each of the applicable indices at a specified date and price. The market risk associated with each Fund’s commitment to purchase commodities futures and forward contracts will be limited to the gross or face amount of the contracts held. However, should a Fund enter into a contractual commitment to buy or sell a commodities contract, it would be required to take or make delivery of the underlying commodities at the contract price and then resell or repurchase the contract at prevailing market prices or settle in cash. Since the resale or repurchase price to which the commodities futures and forward contracts can rise is unlimited, entering into commitments to buy or sell such commodities will expose a Fund to theoretically unlimited risk.

Each Fund’s exposure to market risk will be influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of a Fund’s speculative trading as well as the development of drastic market occurrences could ultimately lead to a loss of all or substantially all of an investor’s capital.

Commodity performance is not correlated to debt or equity markets, but during certain periods Funds may perform in a manner similar to debt or equity portfolio holdings, providing few, if any, diversification benefits. Non-correlation is not negative correlation. Negative correlation would mean that there is an inverse relationship between Funds’ performance and the performance of the general financial markets (for example, the net asset value of Funds will rise when stock indices fall or fall when stock indices rise).

Rule-driven strategies do not have the benefit of discretionary decision making. Rule-driven strategies do not take into account factors external to the market itself. For example, a pending political or economic event may be very likely to cause a major price movement, but a rule-driven strategy may continue to maintain positions indicated by its trading method that might incur major losses if the event proved to be adverse.

The operations of the Managing Owner, the Trust, the exchanges, brokers and counterparties with which the Managing Owner and the Trust do business and the markets in which the Managing Owner and the Trust do business could be severely disrupted in the event of a major terrorist attack or the outbreak, continuation or expansion of war or other hostilities. Additionally, a serious pandemic, such as avian influenza, or a natural disaster, such as a hurricane, could severely disrupt the global economy.

As has been widely reported, the U.S. securities markets have been experiencing significant fluctuations, based in part on a slow down in the U.S. economy, tightening credit, and market fluctuations for certain types of securities. Such factors and others could significantly adversely affect the value of commodity futures, forwards and the fixed income securities included in the Brookshire indices and the Funds in a very short time. In addition, the yield earned by the fixed income securities included in the Brookshire indices and Funds is subject to changes in interest rates. As a result, in part, of actions of the U.S. Federal Reserve Bank, short-term interest rates have been declining. A decline in short-term interest rates would lower the yield of the fixed income securities held by the Funds and the overall return on an investor’s investment.

Each of these indices is separately maintained in U.S. and Canadian dollars. Each of the indices notionally invests non-margin requirements in a portfolio of investment grade fixed income securities and cash and cash equivalents, or the Fixed Income Portfolio, of the same currency denomination as that of the applicable index. The Fixed Income Portfolios of the U.S. dollar denominated Brookshire indices consist solely of obligations backed by the full faith and credit of the U.S. federal government, including U.S. Treasury bills, notes and bonds, and issues of the Federal Home Loan Bank, Federal Farm Credit Bank, and other similar U.S. federal government agencies. The Fixed Income Portfolios of the U.S. dollar denominated Brookshire indices do not include obligations of “government sponsored enterprises” such as the Federal National Mortgage Association (commonly known as “FNMA” or “Fannie Mae”) or the Federal Home Loan Mortgage Corporation (commonly known as “Freddie Mac”) or collateralized mortgage obligations or other derivative instruments. The Fixed Income Portfolios

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of the Canadian denominated indices consist solely of Canadian or Canadian Provincial Government T-Bills, notes and bonds, and Canadian cash and cash equivalents. The maturity of any individual fixed income security included in the Fixed Income Portfolio of any index is not expected to exceed 18 months, and the average duration of the entire Fixed Income Portfolio of an index is not expected to exceed 12 months. The average duration of the Fixed Income Portfolio of all indices on January 9, 2008 was 8 months. The Fixed Income Portfolio of each Fund will be comprised of the same type of fixed income securities, cash and cash equivalents as the Fixed Income Portfolio of its applicable index. The Fixed Income Portfolio of each Fund will be comprised of the same type of fixed income securities, cash and cash equivalents as the Fixed Income Portfolio of its applicable index.

Credit risk

When a Fund enters into futures or forward contracts, a Fund will be exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded on United States and on most foreign futures exchanges is the clearinghouse associated with the particular exchange. In general, clearinghouses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions. When a Fund enters into a forward contract, the counterparty to the contract is not a clearinghouse associated with an exchange, but rather the party with which the Fund entered into the contract, which will typically be a bank, dealer or other financial institution in the relevant forward market. Thus, forward contracts may have greater risk than futures contracts because forward contracts lack the credit support provided by a clearinghouse. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to a Fund.

The Managing Owner will attempt to minimize these market and credit risks by requiring the Funds to abide by various trading limitations and policies, which will include limiting margin accounts, trading only in liquid markets and permitting the use of stop-loss provisions.

Foreign Exchange Risk

The price of any foreign futures or forward contract and, therefore, the potential profit and loss on such contract may be affected by the variance in the foreign exchange rate between the time the order is placed and the time it is liquidated or offset. As a result, if changes in the value of the local currency relative to the U.S. Dollar occur, then such changes may cause losses even if the contract traded is profitable.

Results of Operations

Neither the Trust nor any Fund has yet commenced operations and/or yet accepted any subscriptions.

Off-Balance Sheet Arrangements

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss.

Neither the Trust nor any Fund has utilized, nor do they expect to utilize in the future, special purpose entities to facilitate off-balance-sheet financing arrangements and have no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements which are in the best interests of the Trust and/or the Funds and are entered into in the normal course of business, which may include provisions related to indemnification of service providers against certain risks arising in the course of their performing services for the Trust and/or the Funds. While the Trust and/or each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on the financial position of any Fund.

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Disclosure of Contractual Obligations

The Trust and the Funds do not enter into contractual obligations to make future payments that would be typical for an operating company.

The business of the Trust and the Funds is speculative trading of a diversified portfolio of futures and forward contracts and fixed income securities designed to approximately replicate the investment methodology of certain corresponding indices. Such contracts will generally be settled by offset, and not delivery.

Each Fund will have contractual obligations to the Managing Owner and the commodity brokers. Management and Operating Fee payments to the Managing Owner will be calculated as a fixed percentage of each Fund’s notional net asset value. Commission payments to future commission merchants will be on a contract-by-contract, or round-turn, basis, and will be covered by the Management and Operating Fee. A round-turn trade is a completed transaction involving both a purchase and a liquidating sale, or a sale followed by a covering purchase. These agreements with future commission merchants are effective for one-year terms, renewable automatically for additional one-year terms.

Commodities Markets in 2007

Commodities markets had a banner year in 2007, with most commodity indexes up by over 20%, in contrast with U.S. equity indexes which generally experienced declines. While much of these gains were attributable to fundamentals of commodity markets, such as supply and demand imbalances and the price appreciation of raw materials, some of the gains were attributable to increased investment in funds that track commodity indexes.

Virtually all sub-sectors of commodities markets, including the agriculture, energy and metals sub-sectors, increased in 2007, demonstrating depth to the commodity price rally. Commodities performed well while other markets such as U.S. equities and bonds experienced volatility. This trend is expected to continue in 2008 if investors increase their holdings of commodities as a portfolio diversification mechanism.

The U.S. dollar has been on a fairly steady decline as against the Euro since 2002, and this trend has continued in 2007 with the U.S. dollar suffering about a 16.5% decline in value against the Euro over the January 2007 to March 2008 period, with approximately 7.3% of the 16.5% decline occurring in the first quarter of 2008. Since most of the commodities included in the Brookshire indices are priced in U.S. dollars, commodity prices in the Brookshire indices have generally risen to offset the declining U.S. dollar. Further, a weak U.S. economy and fallout from the sub-prime mortgage meltdown continues to buffet industrial commodity prices. However, the strength of emerging market demand and investment interest in hard assets such as commodities as a hedge against weakness in the U.S. dollar has provided offsetting support.

The BIRMI and the indices derived from the BIRMI — the BRMAG agriculture sub-index, the BRMEN energy sub-index, the BRMME metals sub-index, and the BRMXL accelerated sub-index — upon which the Funds are based, are recognized in the commodity futures industry as benchmark indices representative of the price performance of commodity futures markets. A discussion of the performance of the BIRMI and the other indices could be considered a discussion of commodities futures markets and the representative sub-sectors as a whole.

Brookshire International Raw Materials Index (BIRMI)

Gains in the BIRMI were driven by price volatility and increases in the prices of a number of different commodities. With respect to crude oil and related energy commodities such as Brent Crude and unleaded gasoline, prices rose due to increased global demand, lower U.S. inventories and a declining U.S. dollar. The price of wheat rose on increased demand for ethanol and Chinese consumption and lower supply from major exporters such as the United States and Canada. Gold and silver appreciated in value as investors sought haven from the declining U.S. dollar and fears of future inflation.

The BIRMI began 2007 with only livestock (up 1.19%) and precious metals (up 4.42%) sub-sectors gaining in the month of January 2007. The soft commodities included in the BIRMI had the largest decline, in January 2007, losing 7.72%, followed by the energy sub-sector, down 4.78% and fiber commodities included in the BIRMI, down 4.66%. The energy sub-sector reversed this trend in February, 2007, gaining 6.64% along with the industrial metals sub-sector which gained 9.25% and the grains commodities included in the BIRMI which gained 2.71%. Both the energy and industrial metals sub-sectors continued rising in March 2007, by 5.44% and 4.46% respectively, while most other sub-sectors declined, including the soft

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commodities included in the BIRMI by 8.62% and the grain commodities included in the BIRMI by 7.68%. Although the BIRMI as a whole was positive in April 2007 with a slight 1.36% gain, the fiber commodities included in the BIRMI were down 10.53%, along with the soft commodities included in the BIRMI down 7.65% and the paper and forest products sub-sector losing 4.43%. The paper and forest products sub-sector was the leading sub-sector in May, 2007, rising 9.27%, followed by the soft commodities included in the BIRMI at 5.13%, fiber commodities at 4.69% and grain commodities at 3.91%.

The biggest gainers in June 2007 were the fiber commodities included in the BIRMI, rising 13.54%, along with the energy sub-sector which rose 3.59% and the grain commodities included in the BIRMI which rose 0.15%. All five remaining sub-sectors fell, but the BIRMI still managed a 1.59% gain. The big story in July was the livestock sub-sector which returned 10.29% along with the soft commodities included in the BIRMI at 5.09%, the fiber commodities included in the BIRMI at 1.47% and both the industrial and precious metals sub-sectors, which were up 3.81% and 2.04% respectively. The grain commodities included in the BIRMI at a 7.80% increase were the sole positive sub-sector in August 2007 when the BIRMI as a whole lost 3.08%. September was the best month in 2007 for the BIRMI when it gained 8.41% as a whole led by a 14.36% gain in the grain commodities included in the BIRMI, an 11.07% gain in the precious metals sub-sector, a 7.53% gain in the energy sub-sector, a 7.11% gain in the soft commodities included in the BIRMI, a 6.79% gain in the fiber commodities included in the BIRMI and 5.33% in the industrial metals sub-sector. October 2007 saw an extraordinary 16.23% increase in the energy sub-sector and more modest gains of 4.69% and 4.06% in the paper and forests and precious metals sub-sectors propel the BIRMI to a 6.04% rise despite a losing month for all remaining sub-sectors. In December 2007 the BIRMI posted a 4.15% gain driven by six sub-sectors while only the industrial metals and livestock sub-sectors declined for the year as a whole.

For the year, the BIRMI posted a 27.27% return. Because the BIRMI is composed, in the aggregate, of the commodities included in the BRMAG, BRMEN and BMME, the Managing Owner believes that the factors described below under the headings “Brookshire International Raw Materials Agriculture Sub-Index (BRMAG)”, “Brookshire International Raw Materials Energy Sub-Index (BRMEN)” and “Brookshire International Raw Materials Metals Sub-Index (BRMME)”, and above under “Commodity Markets in 2007”, are the principal factors related to the increase in value in the BIRMI in 2007.

Brookshire International Raw Materials Agriculture Sub-Index (BRMAG)

The BRMAG began 2007 with a 0.85% decline in January and 2.23% return in February followed by a 6.80% drop in March and 1.24% loss in April. It rebounded by 4.92% in May and stayed positive until September with 1.00%, 2.49%, 1.91% and 9.11% returns in June, July, August and September. It dropped by 3.81% in October then returned 2.17% in November and 5.80% in December.

A number of factors accounted for these changes. Wheat futures rallied in 2007 as U.S. inventories shrank while global demand increased. Soybean oil rose to 33 year highs in December 2007 on speculation that China, the world’s largest vegetable oil importer, would buy more soybean oil to meet increased domestic demand. Corn rose to its highest price in 11 years in December 2007 due to low U.S. supply and increased demand from importers, particularly in emerging economies. Lumber declined throughout 2007 as the U.S. sub-prime mortgage crisis lowered construction of new homes.

For the year, the BRMAG posted an 18.14% return.

Brookshire International Raw Materials Energy Sub-Index (BRMEN)

The BRMEN began 2007 with a 2.87% decline in January followed by positive returns of 5.10%, 6.41% and 0.43% in February, March and April. It lost 2.39% in May, and then gained 4.73% and 4.92% in June and July before declining 5.55% in August. It returned 9.61% in September and 15.60% in October then dropped 5.09% in November before closing 2007 with a 7.61% gain in December.

Crude oil and Brent crude rose throughout 2007 on lowered U.S. supply and in the last three months of 2007 on concerns over Turkish border skirmishes with Kurdish rebels in oil-rich northern Iraq. Natural gas prices were volatile, ending 2007 lower before rising sharply in Q1 2008.

For the year, the BRMEN posted a 47.25% return.

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Brookshire International Raw Materials Metals Sub-Index (BRMME)

The BRMME began 2007 with a 0.03% decline in January followed by 6.61%, 3.36%, 6.88% and 0.35% gains, respectively, in February, March, April and May. It lost 2.35% in June, rose 4.81% in July then lost 4.71% in August. It rebounded by 5.92% in September and 2.56% in October before declining 5.99% in November and 2.59% in December.

For the year, the BRMME posted a 14.67% return.

Gold and silver rose in 2007 as investors purchased precious metals as a hedge against a declining U.S. dollar and rising inflation.

Brookshire International Raw Materials Accelerated Sub-Index (BRMXL)

The BRMXL began 2007 with 2.76% loss in January followed by 6.84%, 2.26%, 2.46%, 0.65%, 2.19% and 6.00% gains in February, March, April, May, June and July. It lost 4.79% in August before gaining 12.44% in September and 8.89% in October. It declined by 4.84% in November before ending 2007 with a 6.06% gain in December.

For the year, the BRMXL posted a 43.58% return as compared to a 27.27% return for the BIRMI. Because the BRMXL is composed of the same commodities as the BIRMI (but with 50% leverage), the causal factors described above for the BIRMI apply equal to the BRMXL.

Commodities Markets in 2008

The Managing Owner believes commodity futures markets will continue to outperform both equity and bond markets in 2008 based on a number of factors including increased demand for raw materials from large emerging economies such as China and India and the historical outperformance of commodities relative to stocks and bonds from 1970 through 2004. While commodity futures are non-correlated to stocks and bonds, from 1970 through 2004, commodities markets have had average returns of 16.47% in years when U.S. stocks had negative returns and 20.97% in years when U.S. bonds had negative returns.

Commodities have risen generally over the last five months across most sectors. A weak U.S. economy and fallout from the sub-prime mortgage meltdown continues to buffet industrial commodity prices from time- to time. However, the strength of emerging market demand and investment interest in hard assets such as commodities as a hedge against weakness in the U.S. dollar has supported commodity prices.

It has been estimated there was $30 billion in new investment in commodities in the first three months of 2008 alone.

A record low U.S. Dollar to Euro exchange rate has recently pushed gold and oil to new highs. After another round of profit taking in base metals, most prices have rallied in 2008 and are higher than in late 2007, with copper prices exceeding US$4.00 per pound in March for an all time high. Copper’s strength is thought to reflect that decline in consumption in the so-called G7 nations will be more than offset by ongoing gains in emerging market demand.

Oil prices rose to an intraday record high of US$111 a barrel in March 2008 as the U.S. Dollar/Euro rate fell to a record low. Oil prices have been further lifted by OPEC’s decision to roll over existing quotas. Natural gas prices have also increased from US$7.39 per mmbtu in the fourth quarter of 2007 to US $9.60 per mmbtu in March 2008, due to high crude oil prices, reduced Canadian exports, and a cold North American winter, as well as investment and hedge fund interest.

With U.S. housing starts down almost 50% from two years ago, forest products have not fared as well with lumber prices declining in the first quarter of 2008.

Agriculture prices have led commodity price increases in 2008 with the BIRMAG up 3.90% from January 1, 2008 and up 28.84% from March, 2007. Canadian No. 1 wheat rose to a new record of CDN$890 per tonne in February before declining back to CDN$597 per tonne in March. Given low world stocks, the Managing Owner believes that it is unlikely that prices will fall back to levels of the past few years, although the Managing Owner believes prices may ease as new U.S. winter crop supplies become available in the next few months and Canadian and U.S. spring crops become available in the Fall of 2008.

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Increases in commodity supplies in 2008 are expected to be minimal due to increased lead times for new equipment, the policies of nationalist governments globally, high marginal costs of production and lack of infrastructure development in key points of the global supply chain such as ports in Australia and South Africa. The Managing Owner believes that demand for commodities in 2008 should continue to be robust, supporting price appreciation in raw materials futures. The notable exception could be industrial metals which over the past 40 years have tended to decline approximately 19% during recessions such as the one the United States economy may be headed for.

Brookshire International Raw Materials Index (BIRMI)

2008 began on a positive note with the BIRMI gaining 3.09% in January. The largest returns were generated by the precious metals sub-sector which rose 12.43% and the soft commodities included in the BIRMI which rose 9.64%. The energy sub-sector declined 5.78% in January then rebounded in February with a 14.35% return. The BIRMI as a whole gained an impressive 12.32% in the month of February with all sub-sectors producing double-digit gains except for livestock which declined 4.91% and paper and forest products which had a smaller positive return of 2.26%.

From January 1, 2008 to March 31, 2008, the BIRMI posted a 19.02% return.

The Managing Owner believes that the principal reasons for the increase in the BIRMI are set forth in the paragraphs under the heading “Commodities Markets in 2008.”

Brookshire International Raw Materials Agriculture Sub-Index (BRMAG)

2008 began on a positive note with the BRMAG gaining 4.59% in January and 10.92% in February. It retreated 10.44% in March. From January 1, 2008 to March 31, 2008, the BRMAG posted a 3.90% return.

Corn and wheat are expected to increase in price in 2008 due to low U.S. supply and high demand from emerging economies, particularly China. Coffee reserves are now at historical lows of 13% of annual global consumption which should support price increases. Sugar gained in February after U.S. Federal Reserve chairman Ben Bernanke urged the U.S. to reduce tariffs on imports of sugar cane based ethanol from Brazil. The current tariff is set to expire in 2008. Cotton prices surged to a 12-year high on March 5, 2008 on concern that U.S. farmers may shift acres to more profitable crops such as wheat and soybeans. Lumber prices were depressed in 2007 due to reduced U.S. housing construction and are expected to remain low in 2008 as sawmill shutdowns to reduce supply have not reduced excess capacity sufficiently. Wheat continued its 2007 rally in 2008 due to downward revisions to ending inventories in the key exporting countries of the United States and Canada and growing speculative interest.

In the livestock sub-sector, lean hogs declined in February 2008 on concerns rising U.S. pork production was exceeding demand. Meatpackers have processed 9.7% more hogs than a year ago.

Brookshire International Raw Materials Energy Sub-Index (BRMEN)

From January 1, 2008 to March 31, 2008, the BRMEN posted a 10.43% return. 2008 began on a negative note with the BRMEN losing 2.38% in January. It gained 11.38% in February and 1.56% in March.

Unleaded gasoline futures fell in February then rose in March 2008 on speculation that U.S. Federal Reserve interest rate cuts would spur demand for transportation. Crude oil prices hit record highs in March 2008 driven by the weakening U.S. dollar. A number of commodity indexes are heavily weighted in the energy sector and some of the price increases in energy commodities may be attributable to increased investment in funds that track commodity indexes as investors seek returns and portfolio diversification.

Brookshire International Raw Materials Metals Sub-Index (BRMME)

2008 began on a positive note with the BRMME gaining 9.48% in January and 14.97% in February. It lost 5.74% in March. From January 1, 2008 to March 31, 2008, the BRMME posted an 18.64% return.

The Managing Owner believes that gold and silver should perform well in 2008 due to a weak U.S. dollar and increased concerns that the U.S. Federal Reserve’s interest rates cuts in the first quarter of 2008 will fuel future inflationary pressures.

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The Managing Owner also believes that demand for copper, lead and tin should continue to increase as emerging economies such as China and India develop their infrastructure. However, the U.S. is the world’s second largest user of copper after China and a recession in the United States may limit gains in this commodity.

Brookshire International Raw Materials Accelerated Sub-Index (BRMXL)

2008 began on a positive note with the BRMXL gaining 4.49% in January and 18.38% in February. It lost 6.33% in March. From January 1, 2008 to March 31, 2008, the BRMXL posted a 15.87% return.

As the BRMXL is composed of the same commodities as the BIRMI (but with 50% leverage), the causal factors described above for the BIRMI apply equal to the BRMXL. The Managing Owner believes that the accelerated BIRMI leveraged by 50% should perform well in 2008 as commodity prices are anticipated to increase and the leverage will enhance returns.

Item7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding quantitative and qualitative disclosures about market risk is not required pursuant to Item 305(e) of Regulation S-K.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements of the Trust and each Fund meeting the requirements of Regulation S-X appear beginning on page F-1 of this report. The supplementary financial information specified by Item 302 of Regulation S-K is included in this report under the heading “Selected Financial Data” in Item 6 above.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The management of the Managing Owner, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of the disclosure controls and procedures (as defined in Rule 13(a)-15(e) under the Securities Exchange Act of 1934) of the Trust and each Fund as of December 31, 2007 (the “Evaluation Date”). Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer of the Managing Owner have concluded that, as of the Evaluation Date, the disclosure controls and procedures of the Trust and each Fund are effective to provide reasonable assurance that they are timely alerted to the material information relating to the Trust and each Fund required to be included in the periodic SEC filings of the Trust and each Fund.

Management’s Annual Report on Internal Control Over Financial Reporting

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Trust or any Fund’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the internal controls over financial reporting of the Trust and each Fund during the year ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

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Item 9B. OTHER INFORMATION

None.

Part III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Neither the Trust nor any Fund has any directors, executive officers or employees. The Trust and each Fund is managed solely by Brookshire Raw Materials Management, LLC, a Delaware limited liability company formed on October 18, 2005, in its capacity as managing owner.

Principals of the Managing Owner

The current officers and directors of the Managing Owner are as follows:

John M. Marshall, 48 years old, has served as the Chief Executive Officer, a Manager and the Chairman of the Board of the Managing Owner since October 2005, and has been registered as a Principal of the Managing Owner since December 2006. Mr. Marshall has also served as Chief Executive Officer and Director of Brookshire since June 2005 and as Chief Executive Officer and Director of Brookshire and Company Ltd., the parent company of Brookshire, since it commenced operations in December 2002. In addition, Mr. Marshall is a senior officer and director of Brookshire Capital Corporation, an affiliated company of Brookshire. Mr. Marshall has over 20 years’ experience in the fields of technology, management consulting, corporate finance, commodities trading, human resources and entrepreneurial businesses in Canada, U.S., Europe and Asia. From January 2002 until he co-founded Brookshire and Company Ltd. in December 2002, Mr. Marshall was a director and President of Kingsdale Solutions Inc., a subsidiary of Kingsdale Capital Corporation, a Canadian investment dealer providing strategic and operational services to the investment dealer’s clients. Mr. Marshall is a director of the Limited Market Dealers Association of Canada. Prior to establishing Brookshire and Company Ltd., Brookshire and the Managing Owner, Mr. Marshall founded and was both CEO and CTO of JCI Corporation, a network technology company in June 1997.

Clyde C. Harrison, 64 years old, has been the President and a member of the Board of Managers of the Managing Owner since October 2005, and has been registered as a Principal of the Managing Owner since November 2005 and President and a director of Brookshire since June 2005. Since March 1998, Mr. Harrison has served as a registered representative of Oakbrook Investment Brokers, Inc., a U.S. registered broker-dealer. From March of 1998 until June 2004, Mr. Harrison served as a principal and operator of Beeland Management Company, L.L.C., the manager and commodity pool operator of the Rogers International Raw Materials Fund, L.P. and was an institutional salesman with Beeland Management Company, L.L.C. from March 1998 until March 2006. From mid-1998 to January 2005, Mr. Harrison devoted most of his business time to the administration of the Rogers International Raw Material Fund, L.P., and since June 2005, to the development of the BIRMI and investment funds based thereon. Mr. Harrison was also an institutional salesman with the Price Futures Group Inc., an introducing broker and broker-dealer from February 2002 to February 2005. Mr. Harrison has been a Member of the Managed Futures Committee of the Chicago Mercantile Exchange. In the course of his over 35-year career, Mr. Harrison has served as a member of the Chicago Board Options Exchange, Inc., as a member of the International Monetary Market, and as an advisor of a number of private investment and trading funds.

Richard Chambers, 64 years old, has been an Asset Manager of the Managing Owner since October 2005, and has been registered as a Principal of the Managing Owner since July 2007 and a member of the Board of Managers of the Managing Owner since April 2007. From March 1998 until April 2005, Mr. Chambers was a founding member and served as a principal and operator of Beeland Management Company, L.L.C., the manager and commodity pool operator of Rogers International Raw Materials Fund, L.P. Mr. Chambers co-founded Arbor Research and Trading Inc., an institutional taxable fixed-income securities broker-dealer, and has served as its Executive Vice-President since October 1987. From 1992 until August 2005, Mr. Chambers served as a registered representative of Hart Capital Inc., a wholly owned registered investment advisor subsidiary of Arbor Research and Trading Inc.

Stephen Z. Adams, C.A. , 51 years old, has served as the Chief Financial Officer of the Managing Owner since its formation in October 2005, and has been registered as a Principal of the Managing Owner since November 2006 and was a member of the Board of Managers of the Managing Owner from October 2005 until April 2007. Mr. Adams has also served as Chief Financial Officer and Director of Brookshire since its incorporation in March 2005 and as Chief Financial Officer of

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Brookshire and Company Ltd., the parent company of Brookshire, since it commenced operations in December 2002. In addition, Mr. Adams is a senior officer and director of Brookshire Capital Corporation, an affiliated company of Brookshire. He has over 25 years of professional experience serving in a variety of entrepreneurial positions such as Co-Founder and Chief Financial Officer, Business Development Officer, Director of Strategic Projects and as a Canadian Chartered Accountant in public practice. His industry experience includes corporate finance, technology, manufacturing, hospitality, real estate development, service, telecommunications and financial management. From September 1998 until he joined Brookshire, Mr. Adams was CFO of JCI Corporation, a network technology company. Mr. Adams is a licensed Chartered Accountant in the province of Ontario.

Gary M. Sugar, LL.B., M.B.A. , 48 years old, has served as Senior Vice-President, Product Development, and Corporate Secretary to the Managing Owner since its formation in October 2005, and has been registered as a Principal of the Managing Owner since December 2006, and as Senior Vice-President, Product Development, and Corporate Secretary to Brookshire since August 2005. Mr. Sugar has also served as Vice-President and Corporate Secretary to Brookshire and Company Ltd., the parent company of Brookshire, since it commenced operations in December 2002. In addition, Mr. Sugar is a senior officer of Brookshire Capital Corporation, an affiliated company of Brookshire and is a corporate/securities lawyer practicing in Ontario. For the past 18 years as a corporate/securities lawyer, Mr. Sugar has counselled clients through private and public fundraisings, regulatory compliance matters, and corporate/commercial transactions. Mr. Sugar has worked with local and international clients in a wide variety of industries, including natural resources, technology, telecommunications, biotech, manufacturing and service industries. Mr. Sugar is a graduate of the Combined LL.B./M.B.A. Program at York University/Osgoode Hall Law School and has an undergraduate degree in Science.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act of 1934, as amended, requires an issuer’s directors and certain executive officers and certain other beneficial owners of the issuer’s equity securities to periodically file notices of changes in their beneficial ownership with the SEC. Neither the Trust nor any Fund has any directors or officers. However, the directors and officers of the Managing Owner, as well as the Managing Owner itself, are required by SEC regulations to file such notices regarding their beneficial ownership in the Trust or any Fund, if any. Because no Fund has yet commenced operations, no directors or officers of the Managing Owner have yet been required to file any such notices.

Code of Ethics

Because neither the Trust nor any Fund has any officers, directors or employees, neither the Trust nor any Fund has adopted a code of ethics. The Managing Owner has adopted a code of ethics for its employees, officers and directors. Under this code of ethics, employees, officers and directors of the Managing Owner are required to comply with high standards of commercial honor and just and equitable principles of trade in the conduct of their business. Employees are required to conduct their daily duties responsibly and treat all customers fairly and equally. Employees are urged to seek the advice of their supervisor if they have any questions regarding this code of ethics. A copy of this code of ethics is available on the website of the Managing Owner at http://www.brookshirerawmaterials.com/funds/codeofethics.php and a copy may be obtained, at no charge, by written request to the Managing Owner at the following address: Brookshire Raw Materials, LLC, 1000 Hart Road, Suite 210, Barrington, Illinois 60010.

Audit Committee Financial Expert

Neither the Trust nor any Fund has a board of directors. Instead, the Trust and each Fund is operated and managed by the Managing Owner. The Board of Managers of the Managing Owner has not created an audit committee of its members; therefore, the entire Board of Managers of the Managing Owner acts as the audit committee with respect to the Trust and each Fund.

The Board of Managers of the Managing Owner, acting as the audit committee for the Fund, has determined that the Managing Owner does not have an “audit committee financial expert” as that term is defined in the applicable rules and regulations of the SEC. However, the Board of Managers believes that it does not currently need to have an “audit committee financial expert” for the following reasons. As described under Item 1, “Business,” the Funds are designed to track their related indices. The Managing Owner’s primary function is to buy and sell commodity futures and forward contracts to track their related indices, not to actively trade commodity futures and forward contracts. Thus, both the Funds and the Managing Owner have a very limited scope of activities. Moreover, all of the funds and assets of the Funds are held

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at a third party (either the custodian or the futures commission merchants of the Funds), not with the Managing Owner or any affiliate of the Managing Owner. Further, under the fee structure of the Trust and the Funds, the primary fee payable by limited owners to the Managing Owner is a Management and Operating Fee equal to 3% per annum of the net asset value of each Fund. As described in more detail above under Item 1, “Business,” this Management and Operating Fee is intended to cover the expenses that will be incurred by the Trust and the Funds in the ordinary course of business. The Board of Managers of the Managing Owner believes that this fee structure limits the potential risks to limited owners even if there were to be a weakness in the financial controls of the Managing Owner. Finally, the Managing Owner has a chief financial officer, whose duties include ongoing monitoring of the financial controls of the Managing Owner, the Trust and each Fund. The Board of Managers of the Managing Owner believes that these factors in the aggregate should provide protection to limited owners. The Managing Owner will, from time to time, review its corporate governance structure, including whether it should have an “audit committee financial expert” on its Board of Managers.

Item 11. EXECUTIVE COMPENSATION

Neither the Trust nor any Fund has any directors or officers. Instead, the business and affairs of the Trust and each Fund are managed solely by the Managing Owner, which following the commencement of operations in one or more Funds, will receive compensation for its services from each Fund that has commenced operations, as follows:

Management and Operating Fee

Each Fund that has commenced operations will pay the Managing Owner a management and operating fee (the “Management and Operating Fee”) equal to 3% per annum of each Fund’s nominal net asset value, calculated daily and payable on a monthly basis. The Management and Operating Fee will include the management fees payable to the Managing Owner; expenses related to the organization and offering of Units; fees payable to the Escrow Agent and Custodian; brokerage and futures commission merchant commissions and transaction fees; all routine on-going operational, administrative and other ordinary expenses; monthly license fees and certain expenses of the Managing Owner and any affiliates retained by it incurred on behalf of the Trust and the Funds. The Management and Operating Fee does not include extraordinary fees, the subscription fees, trailing fees or other fees and expenses payable by limited owners. The Management and Operating Fee will not exceed the limitations described in the NASAA Guidelines.

Redemption Fee

A limited owner will be required to pay to the Managing Owner a redemption fee of 2% of the net asset value of any Units redeemed by such limited owner within a 90-day period beginning on the effective date of issuance of such Units.

Other Fees

A subscription fee of 0.5% to 3% of the purchase price of the Units will be paid to the selling agents. Each selling agent and its customer subscribing for Units may negotiate the subscription fee to be charged to such customer, provided that such fee is between 0.5% and 3% of the purchase price of the Units. In addition, each limited owner will pay monthly trailing fees to the applicable selling agent equal to 1% per annum of such Fund’s net asset value, calculated daily and paid monthly. Trailing fees will be paid to selling agents for on-going services on a continuous basis which may include, without limitation, advising limited owners of the net asset value of the Trust, of the relevant Fund of the Trust and of their Units in such Fund, responding to limited owners’ inquiries about monthly statements and annual reports and tax information provided to them, advising limited owners whether to make additional capital contributions to the Funds or to redeem or exchange their Units, assisting with exchanges and redemptions of Units, providing information to limited owners with respect to futures and forward market conditions and providing further services which may be requested by limited owners. The trailing fees, when added to the subscription fees paid in respect of a Unit, are capped at a maximum of 10% of the purchase price of such Units.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Neither the Trust nor any Fund has any officers or directors. Their respective businesses and affairs are managed solely by the Managing Owner.

33

As of December 31, 2007 and the date of this annual report, the Managing Owner owns all of the 50 outstanding Units, consisting of 10 Units in each of the Core USD Fund, the Agriculture USD Fund, the Metals USD Fund, the Energy USD Fund and the Accelerated Core USD Fund. These Units were issued to the Managing Owner on the formation of the Trust on August 17, 2006. The Managing Owner is required pursuant to the NASAA Guidelines to maintain at least a 1% ownership interest on an ongoing basis in each Fund that commences operations. No officer or director of the Managing Owner currently owns any Units in any Fund.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

The Trust and the Funds has and will continue to have certain relationships with the Managing Owner and its affiliates. However, there have been no direct financial transactions between the Trust and the directors or officers of the Managing Owner. See “Item 11. Executive Compensation” and “Item 12. Security Ownership of Certain Beneficial Owners and Management.”

Director Independence

Neither the Trust nor any Funds have any directors.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to the Managing Owner, for professional services provided by SF Partners LLP, the Trust’s and the Funds’ independent registered public accounting firm, for the years ended December 31, 2007 and December 31, 2006. The Managing Owner has agreed to pay these fees as part of the Management and Operating Fee, and therefore neither the Trust nor any Fund has any obligation to its independent registered public accounting firm in respect of such audit fees.

FEE CATEGORY	2007		2006
Audit Fees (1)	$	105,000	$	59,752
Audit-Related Fees (2)	Nil		Nil
Tax Fees (3)	Nil		Nil
All Other Fees (4)	Nil		Nil
TOTAL FEES	$	105,000	$	59,752

(1)	Audit Fees consist of fees for professional services rendered for the audit of the Trust’s and each Funds’ financial statements and review of financial statements included in the Trust’s and each Funds’ quarterly and annual reports, as well as services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements.
(2)	Audit-Related Fees consist of fees for assurance and related services by SF Partners, LLP that are reasonably related to the performance of the audit or review of the Trust’s and each Funds’ financial statements and are not reported under “Audit Fees,” above.
(3)	Tax Fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning.
(4)	All Other Fees consist of any fees not otherwise reported in this table.

The Managing Owner approved all the services provided by SF Partners, LLP to the Trust and each Fund described above. The Managing Owner has determined that the payments made to SF Partners, LLP for these services during 2007 and 2006 are compatible with maintaining that firm’s independence. The Managing Owner pre-approves all audit and allowed non-audit services of the Trust’s and each Funds’ independent registered public accounting firm, including all engagement fees and terms.

34

Part IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this Annual Report on Form 10-K:

1.	Financial Statements. Reference is made to the consolidated financial statements and notes incorporated herein begin on page F-1.
2.	Financial Statement Schedule. None.
3.	Exhibits. Reference is made to the Exhibit List of this Annual Report on Form 10-K.

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Core USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

37

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Core CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

38

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Agriculture USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

39

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Agriculture CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

40

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Metals USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Metals CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Energy USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Energy CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

44

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

45

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust (Registrant)
Date: April 14, 2008	By:	/s/ John Marshall
		John Marshall
		Chief Executive Officer
	By:	/s/ Stephen Adams
		Stephen Adams
		Chief Financial Officer
	By:	/s/ Clyde Harrison
		Clyde Harrison
		President and Manager
	By:	/s/ Richard Chambers
		Richard Chambers
		Manager
	of Brookshire Raw Materials Management, LLC, the Managing Owner of the Brookshire Raw Materials (U.S.) Trust

46

PART I — FINANCIAL INFORMATION

Item 1 Financial Statements

BROOKSHIRE RAW MATERIALS (U.S.) TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 2007 and 2006
(EXPRESSED IN U.S. DOLLARS)

CONTENTS
Report of Independent Registered Public Accounting Firm	F-2
Statements of Financial Condition	F-3
Notes to Statements of Financial Condition	F-7 - 13

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of
Brookshire Raw Materials (U.S.) Trust

We have audited the accompanying statements of financial condition of the Core USD Fund, Core CDN Fund, Agriculture USD Fund, Agriculture CDN Fund, Metals USD Fund, Metals CDN Fund, Energy USD Fund, Energy CDN Fund, Accelerated Core USD Fund and Accelerated CDN Fund of Brookshire Raw Materials (U.S.) Trust (the “Trust”) as of December 31, 2007 and 2006. These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial condition of the Core USD Fund, Core CDN Fund, Agriculture USD Fund, Agriculture CDN Fund, Metals USD Fund, Metals CDN Fund, Energy USD Fund, Energy CDN Fund, Accelerated Core USD Fund and Accelerated CDN Fund of the Trust as of December 31, 2007 and 2006, in conformity with accounting principles generally accepted in the United States of America.

/s/  SF Partnership, LLP             
  
CHARTERED ACCOUNTANTS

Toronto, Canada
March 27, 2008

F-2

The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition
December 31, 2007 and December 31, 2006

	Core				Core				Agriculture
	USD				CDN				US
	Fund				Fund				Fund
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Assets
Cash	$	10	$	10	$	—	$	—	$	10	$	10
Deferred offering costs (note 2)		—		138,783		—		59,477		—		34,695
Total Assets	$	10	$	138,793	$	—	$	59,477	$	10	$	34,705
Liabilities
Payable to managing owner	$	—	$	138,783	$	—	$	59,477	$	—	$	34,695
Total Liabilities		—		138,783		—		59,477		—		34,695
Net Assets	$	10	$	10	$	—	$	—	$	10	$	10
Net Assets Consist of:
Paid-in capital	$	10	$	10	$	—	$	—	$	10	$	10

Commitments and Contingencies (note 3)

(The accompanying notes are an integral part of these statements of financial condition)

F-3

The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition (Continued)
December 31, 2007 and December 31, 2006

	Agriculture				Metals				Metals
	CDN				USD				CDN
	Fund				Fund				Fund
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Assets
Cash	$	—	$	—	$	10	$	10	$	—	$	—
Deferred offering costs (note 2)		—		14,869		—		34,695		—		14,869
Total Assets	$	—	$	14,869	$	10	$	34,705	$	—	$	14,869
Liabilities
Payable to managing owner (note 2)	$	—	$	14,869	$	—	$	34,695	$	—	$	14,869
Total Liabilities		—		14,869		—		34,695		—		14,869
Net Assets	$	—	$	—	$	10	$	10	$	—	$	—
Net Assets Consist of:
Paid-in capital	$	—	$	—	$	10	$	10	$	—	$	—

(The accompanying notes are an integral part of these statements of financial condition)

F-4

The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition (Cont’d)
December 31, 2007 and December 31, 2006

	Energy				Energy
	USD				CAD
	Fund				Fund
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Assets
Cash	$	10	$	10	$	—	$	—
Deferred offering costs (note 2)		—		34,695		—		14,869
Total Assets	$	10	$	34,705	$	—	$	14,869
Liabilities
Payable to managing owner (note 2)	$	—	$	34,695	$	—	$	14,869
Total Liabilities		—		34,695		—		14,869
Net Assets	$	10	$	10	$	—	$	—
Net Assets Consist of:
Paid-in capital	$	10	$	10	$	—	$	—

(The accompanying notes are an integral part of these statements of financial condition)

F-5

The Brookshire Raw Materials (U.S.) Trust
Statements of Financial Condition (Cont’d)
December 31, 2007 and December 31, 2006

	Accelerated Core				Accelerated Core
	USD				CAD
	Fund				Fund
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Assets
Cash	$	10	$	10	$	—	$	—
Deferred offering costs (note 2)		—		34,695		—		14,869
Total Assets	$	10	$	34,705	$	—	$	14,869
Liabilities
Payable to managing owner (note 2)	$	—	$	34,695	$	—	$	14,869
Total Liabilities		—		34,695		—		14,869
Net Assets	$	10	$	10	$	—	$	—
Net Assets Consist of:
Paid-in capital	$	10	$	10	$	—	$	—

(The accompanying notes are an integral part of these statements of financial condition)

F-6

The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006

1. Organization

Brookshire Raw Materials (U.S.) Trust (the “Trust”) was formed on August 17, 2006 as a Delaware statutory trust pursuant to a Declaration of Trust and Trust Agreement (the “Agreement”). The Trust is organized in 10 separate series. Each series of the Trust (individually a “Fund”, collectively the “Funds”) will issue units of beneficial interest (the “Units”). Each Fund will have its own segregated pool of assets and liabilities, pursuant to the requirements of the Delaware Statutory Trust Act, as amended (the “Trust Act”). The Funds are denominated in U.S. dollars and in Canadian dollars.

The 10 Funds are as follows:

(1) Brookshire Raw Materials (U.S.) Core USD Fund;
(2) Brookshire Raw Materials (U.S.) Core CDN Fund;
(3) Brookshire Raw Materials (U.S.) Agriculture USD Fund;
(4) Brookshire Raw Materials (U.S.) Agriculture CDN Fund;
(5) Brookshire Raw Materials (U.S.) Metals USD Fund;
(6) Brookshire Raw Materials (U.S.) Metals CDN Fund;
(7) Brookshire Raw Materials (U.S.) Energy USD Fund;
(8) Brookshire Raw Materials (U.S.) Energy CDN Fund;
(9) Brookshire Raw Materials (U.S.) Accelerated Core USD Fund; and
(10) Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund.

Brookshire Raw Materials Management, LLC (the “Managing Owner”), a Delaware limited liability company, is the commodity pool operator of the Trust and each Fund. The trustee of the Trust is CSC Trust Company, a Delaware banking corporation. Under the Trust Agreement with the Trust, the trustee has delegated to the Managing Owner all of the power and authority to manage the business and affairs of the Trust and accordingly, the Trustee has only nominal duties and liabilities to the Trust.

No Units of the Trust have been issued to Limited Owners to date and the Trust has not commenced trading operations.

In March 2005, Brookshire Raw Materials Group Inc. (“Brookshire”), an Ontario, Canada incorporated company and the parent company of the Managing Owner, developed the Brookshire International Raw Materials Index (the “BIRMI”), which is an index that is notionally composed of raw materials employed in the world economy and traded in developed markets as commodity futures and forward contracts. Each commodity is allocated a fixed weight within the BIRMI. The 26 commodities that currently comprise the BIRMI range from metals and minerals (such as gold, silver, aluminum and lead) and energy products (such as oil, gasoline and natural gas) to agriculture products (such as corn, cotton and wheat).

In addition to the BIRMI, Brookshire also has developed four indices that are derived from the BIRMI, each with commodities weights that approximately correspond with the commodities contained in the BIRMI. These indices are:

(1) The Brookshire International Raw Materials Sub-Index Agriculture (“BRMAG”);
(2) The Brookshire International Raw Materials Sub-Index Metals (“BRMME”);
(3) The Brookshire International Raw Materials Sub-Index Energy (“BRMEN”); and
(4) The Brookshire International Raw Materials Sub-Index Accelerated (“BRMXL”).

Except for the BRMXL, each of the other indices will only notionally purchase futures and forward contracts to the extent that such index has available funds or cash cover. The BRMXL, however, notionally purchases approximately 50% more commodity futures and forward contracts than it has cash to cover.

F-7

The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006

Each of the indices is separately maintained in U.S. and Canadian dollars. In addition, each of the indices notionally invests non-margin requirements in a portfolio of investment grade fixed income securities and cash and cash equivalents of the same currency denomination as that of the applicable Fund (namely U.S. dollars or Canadian dollars).

The Managing Owner has been granted a non-exclusive license by Brookshire to use the indices in the U.S.

The investment objectives of each Fund will be to engage in the speculative trading of a diversified portfolio of commodity futures and forward contracts designed to approximately replicate the investment methodology commodity of its corresponding index. For example, the Core Funds will trade a portfolio of futures and forward contracts designed to approximately replicate the investment methodology of the BIRMI. Each Fund will purchase long-only positions in a commodities portfolio of commodities futures and forward contracts. Assets of each Fund not required by such Fund to satisfy minimum commodities futures and forward contract margin requirements will be invested in a portfolio of government treasury securities and other high credit quality short-term fixed income securities and cash and cash equivalents generally of the same currency denomination as that of the applicable Fund (namely U.S. dollars or Canadian dollars).

Under the Trust’s organizational documents, the Managing Owner’s and the Funds’ officers, directors and certain other related persons, as well as the trustee and certain related persons, are indemnified against certain liabilities arising out of the performance of their duties to the Trust and/or the Funds. In addition, in the normal course of business, the Funds enter into contracts with service providers, which also provide for indemnifications by the Funds. The Funds’ maximum exposure under these agreements is unknown as this would involve any future claims that may be made against the Funds.

2. Summary of Significant Accounting Policies

The following is a summary of the significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

a)	Deferred Offering Costs
	Direct incremental costs associated with the offering are the responsibility of the Managing Owner and are not reflected in the Trust’s financial statements. In August 2007, prior to the registration statement for the Trust and the Funds becoming effective, but subsequent to the date of the most recent financial statements included in the registration statement, the Managing Owner changed the management and operating fee structure for the Trust and the Funds. Under the management and operating fee structure in effect prior to August 2007, direct incremental costs associated with the offering were to be deferred until such time as the offering had been completed. At the time of the completion of the offering, the costs were to be charged against the capital raised. Such costs were to be due to the Managing Owner over a period of 24 months from commencement of the Trust and the Core Funds’ trading operations. Accordingly, the payable to the Managing Owner represented reimbursement due for the Trust’s and the Funds’ offering costs. Under the new management and operating fee structure in effect after August 2007, as reflected in the registration statement for the Trust and the Funds that became effective on September 24, 2007, the Managing Owner is responsible for all costs associated with the offering, therefore, deferred offering costs and the corresponding payable to the Managing Owner have been eliminated.
b)	Income Taxes
	Each Fund will be treated as a partnership for U.S. Federal income tax purposes, and each Fund will not be a publicly traded partnership treated as a corporation assuming that at least 90% of the gross income of the Trust will constitute “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”). As long as each Fund is treated as a partnership for Federal income tax purposes, the Trust will not be subject to Federal income tax. Instead, unitholders will be taxed on an amount equal to their allocable

F-8

The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006

	share of the income generated by the Funds in which the unitholders have purchased units (whether or not any cash was distributed to the unitholders).
	Each unitholder, in any of the Funds, has a tax capital account and a book capital account. The initial balance of each will be the amount paid for the Units in the Fund. For the purposes of a unitholder’s book capital account, at the end of each business day, the amount of any increase or decrease in the net asset value per Unit from the preceding business day is credited to or charged against the book capital account of each unitholder for that Fund.
	For purposes of a unitholders’ tax capital account, all items of income, gain, loss and deduction of each Fund will be allocated among holders of the Units in such Fund at the end of each fiscal year of the Trust. The allocation will be made as follows: first, all items that arise other than from a disposition of Fund assets will be allocated among the unitholders based on their respective book capital accounts as of the days on which such items arose; second, each Fund’s aggregate recognized gain, if any, shall be allocated among the unitholders who redeemed or exchanged Units to the extent of the excess of the book capital account balances attributable to the redeemed or exchanged Units over the tax capital account balances attributable to those Units; and third, each Fund’s remaining aggregate recognized gain, if any, shall be allocated among the unitholders whose book capital account balance exceeds its tax capital account, until such excess is eliminated. Any remaining aggregate recognized gain will be allocated among all unitholders in proportion to their respective book capital account balances.
	Each Fund’s aggregate recognized loss, if any, shall then be allocated among the unitholders who redeemed or exchanged Units to the extent of the excess of the tax capital account balances attributable to the redeemed or exchanged Units over the book capital account balances attributable to those Units. Next, each Fund’s aggregate recognized loss, if any, will be allocated to each Unit whose tax capital account balance exceeds the book capital account balance of such Units until such excess has been eliminated. Any remaining aggregate recognized loss will be allocated among all unitholders who were unitholders in proportion to their respective book capital account balances. Notwithstanding the foregoing, losses or expenses will not be allocated to a unitholder to the extent that allocating such losses or expenses to such unitholder would cause the tax capital account balance of such unitholder to be reduced below zero. The portion of any such allocation that would create such a deficit shall instead be allocated pro rata to the tax capital accounts of all other unitholders with respect to the applicable Fund (subject to the same limitation).
c)	Use of Estimates
	The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates. These estimates are reviewed periodically, and as adjustments become necessary, they are reported in earnings in the period in which they become known.

F-9

The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006

d)	Recent Accounting Pronouncements
	In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”), which is effective to fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 codifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The Company is currently assessing the potential impact that the adoption of SFAS 157 could have on its financial statements.
	In September 2006, FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”) . The Company has adopted SFAS 158 except for the requirement to measure plan assets and benefit obligations as of the date of the Company’s fiscal year-end statement of financial position which is effective to fiscal years beginning after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 158 could have on its financial statements.
	In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS No. 159 applies to reporting periods beginning after November 15, 2007. The Company is currently assessing the potential impact that the adoption of SFAS 159 could have on its financial statements.
	In April 2007, the FASB issued a FASB Statement Postion (“FSP”) on FASB Interpretation (“FIN”) 39-1 (“FIN 39-1”) which modfies FIN 39, “Offsetting of Amounts relating to Certain Contracts” (“FIN 39”). FIN 39-1 addresses whether a reporting entity that is party to a master netting arrangement can offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments that have been offset under the same master netting arrangement in accordance with FIN 39. Upon adoption of this FASB Staff Positon (“FSP”), a reporting entity shall be permitted to change its accounting policy to offset or not offset fair value amounts recognized for derivative instruments under master netting arrangements. The guidance in this FSP is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the potential impact of implementing this standard.
	In May 2007, the FASB issued FSP FIN 46(R), “Application of FASB Interpretation No. 46(R) to Investment Companies” (“FSP FIN 46(R)-7”). FSP FIN 46(R)-7 addresses the application of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, by an entity that accounts for its investments in accordance with the specialized accounting guidance in the Audit and Accounting Guide for Investment Companies (“Guide”). The effective date for FSP FIN 46(R)-7 is the date that an entity initially adopts Statement of Positon (“SOP”) 07-1, Clarification of the Scope of the Audit and Accoutning Guide Investment Companies and Accouting for Parent Companies and Equity Method Investors for Investments in Investment Companies” (“SOP 07-1”). The Company is currently assessing the potential impact of implementing this standard.

F-10

The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006

d)	Recent Accounting Pronouncements (cont’d)
	In December 2007, FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). This statement replaces SFAS No. 141, “Business Combinations” and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)’s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, “Accounting for Income Taxes”, to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS 142, “Goodwill and Other Intangible Assets”, to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 141(R) could have on its financial statements.
	In December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—amendment of Accounting Research Bulletin No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 160 could have on its financial statements.
	In February 2008, FASB issued FASB Staff Position (“FSP”) on SFAS No. 140-3, “Accounting for Transfers of Financial Assets and Repurchase Financing Transactions” (“FSP SFAS 140-3”). The objective of this FSP is to provide guidance on accounting for a transfer of a financial asset and a repurchase financing. This FSP presumes that an initial transfer of a financial asset and a repurchase financing are considered part of the same arrangement (linked transaction) under SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”). However, if certain criteria are met, the initial transfer and repurchase financing shall not be evaluated as a linked transaction and shall be evaluated separately under SFAS No. 140. FSP SFAS 140-3 is effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within these fiscal years. Earlier application is not permitted. The Company is currently reviewing the effect, if any; the proposed guidance will have on its financial statements.

F-11

The Brookshire Raw Materials (U.S.) Trust
Notes to Statements of Financial Condition
December 31, 2007 and December 31, 2006

d)	Recent Accounting Pronouncements (cont’d)
	In February 2008, FASB issued FSP SOP 07-1-1, “Effective Date of AICPA Statement of Position 07-1” (“SOP 07-1-1”). SOP 07-1-1 delays indefinitely the effective date of AICPA Statement of Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies’’ (“SOP No. 07-1”). SOP No. 07-1 clarifies when an entity may apply the provisions of the Guide. Investment companies that are within the scope of the Guide report investments at fair value; consolidation or use of the equity method for investments is generally not appropriate. SOP No. 07-1 also addresses the retention of specialized investment company accounting by a parent company in consolidation or by an equity method investor. The Company is currently reviewing the effect, if any; the proposed guidance will have on its financial statements.
	In February 2008, FASB issued FSP SFAS No. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (“FSP SFAS 157-1”). FSP SFAS 157-1 amends SFAS 157 to exclude FASB Statement No. 13, “Accounting for Leases” , and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under FASB Statement No. 13. However, this scope exception does not apply to assets acquired and liabilities assumed in a business combination that are required to be measured at fair value under FASB Statement No. 141, “Business Combinations”, or FASB Statement No. 141 (revised 2007), “Business Combinations”, regardless of whether those assets and liabilities are related to leases. FSP SFAS 157-1 is effective upon the initial adoption of SFAS 157.
	In February 2008, FASB issued FSP SFAS No. 157-2, “Effective date of FASB Statement No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-2 delays the effective date of SFAS No. 157, “Fair Value Measurement” to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years.
	In March 2008, FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently assessing the potential impact that the adoption of SFAS 161 could have on its financial statements.

3. Financial Instruments

Unless otherwise noted, it is management’s opinion that the Trust is not exposed to significant interest, currency or credit risk arising from the financial instruments. The fair value of the financial instruments approximates their carrying value, unless otherwise noted.

4. Commitments and Contingencies

Pursuant to the Amended and Restated Trust Agreement dated September 10, 2007 (the “Trust Agreement”), the Managing Owner will manage each Fund’s business and affairs and will direct the trading activities for each Fund. In addition, the Managing Owner will arrange for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Funds. For these services, the Managing Owner will receive a management and operating fee that is equal to 3% per annum of each Fund’s nominal net asset value (as defined in the Trust Agreement), calculated daily and payable on a monthly basis. Expenses related to the offering costs of the Trust were borne by the Managing Owner.

F-12

The Trust is a party to a Placement Agent Agreement (“Placement Agreement”) dated August 29, 2007 with Oakbrook Investment Brokers, Inc. (“Oakbrook”), whereby Oakbrook will act as the initial exclusive United States managing placement agent, in connection with the public offering of securities by the Trust. Under the Placement Agreement, the Trust will pay a subscription fee ranging from 0.5% to 3% of the gross offering proceeds of the sale of units of the Funds to Oakbrook or the applicable selling agent, at the time of such sale, and a trailing fee of 1% per annum of the net asset value of the applicable Fund.

The Trust is also a party to a Subscription Escrow Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”) pursuant to which JPMorgan agreed to serve as escrow agent for the Trust.

F-13

EXHIBIT INDEX

Certain of the following exhibits have been previously filed with the SEC and are incorporated herein by reference from the document described in parentheses. All other exhibits are filed herewith.

Exhibit
Number	Exhibit Description
4.1	Amended and Restated Declaration of Trust and Trust Agreement of the Registrant, dated as of September 10, 2007. (Exhibit 4.1 to Registration Statement on Form S-1, Nos. 333-1372989 to 333-1372989-10, as filed September 24, 2007.)
10.1	Placement Agent Agreement, dated August 29, 2007, by and among the Registrant, Brookshire Raw Materials Management, LLC and Oakbrook Investment Brokers, Inc.
10.2	Form of License Agreement by and among Brookshire Raw Materials Group Inc., Brookshire Raw Materials Management, LLC, and the Registrant. (Exhibit 4.5 to Registration Statement on Form S-1, Nos. 333-1372989 to 333-1372989-10, as filed August 28, 2007.)
10.3	Subscription Escrow Agreement, dated as of October 12, 2007, by and among the Registrant, acting for and on behalf of each Fund, Brookshire Raw Materials Management, LLC, and J.P.Morgan Chase Bank, N.A.
10.4	Custody Agreement, dated as of November 30, 2007, by and among the Registrant, acting for and on behalf of each Fund, Brookshire Raw Materials Management, LLC, and J.P.Morgan Chase Bank, N.A.
10.5	Form of Subscription Agreement
31.1	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.3	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.4	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.5	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.6	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.7	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.8	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.9	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.10	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.11	Certification of Principal Executive Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.12	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.13	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.14	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.15	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.16	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.17	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.18	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.

1

Exhibit
Number	Exhibit Description
31.19	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.20	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.21	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
31.22	Certification of Principal Financial Officer of the Managing Owner pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.3	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.4	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.5	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.6	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.7	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.8	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.9	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.10	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.
32.11	Certification pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.

2

EX-10.1

Exhibit 10.1

1000 Hart Road, Suite 210, Barrington, Illinois 60010
Tel. No. 888-877-2719 Fax No. 416-536-5833

August 29, 2007

Oakbrook Investment Brokers, Inc.
17 W 727 Butterfield Rd.
Oakbrook Terrace, IL 60181

Attention: Robert Stevens

Re: BROOKSHIRE^TM RAW MATERIALS (U.S.) TRUST
PLACEMENT AGREEMENT

Ladies and Gentlemen:

     Brookshire Raw Materials Management, LLC, a Delaware limited liability company (the “Managing Owner”), has caused the formation, on August 17, 2006, of a statutory trust pursuant to the Delaware Statutory Trust Act (the “Trust Act”), under the name Brookshire Raw Materials (U.S.) Trust (the “Trust”), for the purpose of engaging in the speculative trading of commodity futures and forward contracts. CSC Trust Company of Delaware, a Delaware company (the “Trustee”), is the trustee of the Trust and has delegated substantially all responsibility for the management of the Trust’s business and affairs to the Managing Owner. The Amended and Restated Declaration of Trust and Trust Agreement dated as of                 , 2007 (the “Trust Agreement”) sets forth the terms of the Trust. Capitalized terms not defined in this Placement Agreement have the meanings assigned to such terms in the Registration Statement (as hereinafter defined) and/or the Trust Agreement.

     The Trust is currently divided into ten series (each, a “Fund”). Units of beneficial interest (“Units”) will be issued in each such Fund, as more fully described in the Registration Statement and the Prospectus (as hereinafter defined). Each Fund will be managed by the Managing Owner, be separately valued and represent a separate investment portfolio of the Trust.

     The Managing Owner is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator and a commodity trading adviser under the Commodity Exchange Act, as amended (the “CE Act”), and is a member of the National Futures Association (the “NFA”) in such capacity.

     The Managing Owner proposes to offer Units to the public and to sell Units to subscribers acceptable to the Managing Owner (each, a “Subscriber” and collectively, the “Subscribers”), upon the terms and subject to the conditions set forth in this Placement Agreement (the “Agreement”), the Registration Statement and the Prospectus (the “Offering”). The Offering will begin as soon as the Placement Agent (as defined below) deems it reasonably

advisable on or after the Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”).

     Oakbrook Investment Brokers, Inc., an Illinois corporation, shall be the initial placement agent for the Trust (together with any replacement placement agent, the “Placement Agent”). The Placement Agent may, upon the prior written approval of the Managing Owner, distribute Units through the use of additional qualified broker-dealers (each, an “Additional Selling Agent”), pursuant to the terms of an additional selling agent agreement to be entered into among the Managing Owner, the Trust and the Additional Selling Agent substantially in the form attached hereto as Exhibit A (each, an “Additional Selling Agent Agreement”). The Placement Agent and each Additional Selling Agent approved by the Managing Owner that has entered into an Additional Selling Agent Agreement are hereinafter referred to collectively as “Selling Agents.”

     Each Fund desires to raise capital as herein provided through the sale of Units, and the Placement Agent hereby agrees to use its best efforts to market Units pursuant to the terms set forth in this Agreement. Accordingly, the Managing Owner, the Trust and the Placement Agent hereby, intending to be legally bound, agree as follows:

     1. Representations and Warranties of the Managing Owner. The Managing Owner represents and warrants to the Placement Agent that:

          (a) A registration statement on Form S-1 for the Trust and the Funds, and as a part thereof a combined prospectus for all Funds with respect to all of the Units being offered (which registration statement together with all amendments thereto, at the time and in the form declared effective by the SEC is referred to herein as the “Registration Statement,” and which prospectus in final form, together with all amendments and supplements thereto, is referred to herein as the “Prospectus”), prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the CE Act, and the rules, regulations and instructions promulgated under the 1933 Act and the CE Act, respectively, has been filed with the SEC, the National Association of Securities Dealers, Inc. (the “NASD”) and the NFA pursuant to the 1933 Act and the CE Act and the rules and regulations promulgated, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, in the form heretofore delivered to the Placement Agent.

          (b) When the Registration Statement becomes effective under the 1933 Act, the Registration Statement and the Prospectus will contain all material statements and information required to be included therein by the 1933 Act and the CE Act and the rules and regulations, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, and will conform in all material respects to the requirements of the 1933 Act and the CE Act and the rules and regulations, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, and will not contain any 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 (with respect to the Prospectus, in light of the circumstances in which they were made) not misleading; provided, however, that no representation and warranty is made with respect to information furnished in writing to the Trust or the Managing Owner by the Placement Agent or by any Additional Selling Agent.

          (c) To the knowledge of the Managing Owner, no order (a “Stop Order”) (i) preventing or suspending the effectiveness of the Registration Statement or use of the Prospectus

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or any amendment or supplement thereto, (ii) refusing to permit the effectiveness of the Registration Statement, or (iii) suspending the registration or qualification of any Units, has been issued by the SEC, the CFTC, the NASD, the NFA, the “blue sky” or securities authority of any state, or any other federal, state or other governmental agency or body, nor has any of such authorities instituted or, to the knowledge of the Managing Owner, threatened to institute, any proceedings with respect to a Stop Order.

          (d) The Trust was duly formed and is validly existing as a statutory trust in good standing under the Trust Act, with full power and authority, and all necessary authorizations, approvals and orders of and from all federal, state and other governmental or regulatory officials and bodies, to carry out its obligations under this Agreement, its certificate of trust (the “Trust Certificate”) and the Trust Agreement, and to own its properties and conduct its business as described in the Prospectus.

          (e) The Managing Owner and each of its principals and employees have, and will continue to have for so long as it is the Managing Owner, all federal and state governmental, regulatory, self-regulatory and commodity exchange approvals and licenses, and the Managing Owner (either by itself or through its principals and employees) has effected all filings and registrations with federal and state governmental, regulatory or self-regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its or their obligations as described under the Trust Agreement (including, without limitation, registration as a commodity pool operator under the Commodity Act and membership in the NFA as a “commodity pool operator” and as a “commodity trading adviser”), except in each case as would not be reasonably likely to have a Material Adverse Effect on the Managing Owner, the Trust or any Fund.

          (f) The Managing Owner is a limited liability company duly formed, validly existing, and in good standing under the laws of Delaware, with full power and authority, and all necessary consents, authorizations, approvals, orders, licenses, certificates, and permits of and from, and declarations and filings with, all federal, state, local, and other governmental authorities and all courts and other tribunals, to own, lease, license, and use its properties and assets and to carry on its business, in all material respects, in the manner described in the Prospectus. The Managing Owner is duly qualified to do business and is in good standing in each jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary or advisable, except where the failure to be so qualified would not have a material adverse effect on any of the operations, business, properties or assets of the Managing Owner.

          (g) Each of the Managing Owner and the Trust has all requisite power and authority to execute, deliver, and perform its respective obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner and the Trust and constitutes a valid and binding agreement of each of the foregoing, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.

          (h) The Managing Owner, the Trust and each Fund has the power and authority to enter into the contractual obligations and agreements referred to in the Prospectus (it being understood and agreed that this representation does not cover this Agreement and the Additional Selling Agent Agreements). None of (x) the offer and sale of the Units, (y) the execution and delivery of this Agreement or (z) compliance by the Managing Owner or the Trust

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with the provisions of this Agreement, will conflict with, or result in a breach of any of the terms or provisions of, or result in a default under, (i) any order of the SEC, the NASD, the CFTC or the NFA; (ii) the Trust Certificate, the Trust Agreement or the limited liability company agreement of the Managing Owner; (iii) any indenture, mortgage, deed of trust, loan agreement, other evidence of indebtedness or other agreement or instrument to which the Trust, a Fund or the Managing Owner is a party or by which their properties or assets are bound, except in the case of this clause (iii) of an agreement or instrument that would not have a material adverse effect on any of the operations, business, properties or assets of any of the foregoing; or (iv) to their knowledge, any applicable statute or any order, rule or regulation of any court or of any federal, state or other governmental or regulatory agency or body having jurisdiction over the Trust, a Fund or the Managing Owner or any of their properties; nor will any such actions result in the imposition of any lien, charge or encumbrance upon any of the property or assets of the Trust, a Fund or the Managing Owner.

          (i) The offer and sale of Units have been duly authorized by all necessary action on the part of the Managing Owner and the Trust. The Units to be offered for sale pursuant to the Offering have been validly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable, and will constitute valid units of beneficial interest in the Trust which, when the Registration Statement becomes effective under the 1933 Act, will conform in all material respects to the description thereof contained in the Prospectus. The liability of each Limited Owner will be limited as set forth in the Prospectus and the Trust Agreement, and no Limited Owner will be subject to personal liability for the debts, obligations or liabilities of the Trust or the applicable Fund by reason of his being a Limited Owner other than as described in the Prospectus and the Trust Agreement.

          (j) No consent, approval, authorization, order, registration or qualification of or with any court or any federal, state or other governmental or regulatory agency or body is required for the issuance and sale of Units or the consummation of the transactions contemplated by this Agreement, except for the registration of Units under the 1933 Act, submission of the Prospectus to the SEC, NASD, NFA, the continued registration of the Managing Owner under the CE Act as a commodity pool operator and commodity trading advisor and membership by the Managing Owner in the NFA in such capacities, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required by securities or state “blue sky” laws in connection with the offer and sale of Units.

          (k) There is no litigation, arbitration, claim, governmental or other proceeding or investigation pending, or, to the knowledge of the Managing Owner, threatened, with respect to the Managing Owner, the Trust or any Fund, or any of their operations, businesses, properties or assets, except as described in the Registration Statement or Prospectus or such as would not, if successful, have a material adverse effect upon the operations, businesses, properties or assets of the Managing Owner, the Trust or any Fund, as the case may be. None of the Managing Owner, the Trust or any Fund is in violation in any material respect of any law, rule, regulation, order, judgment or decree, except as described in the Registration Statement or Prospectus or as would not have a material adverse effect upon the operations, business, properties or assets of the Managing Owner, the Trust or any Fund.

          (l) The Managing Owner is not, nor, to the knowledge of the Managing Owner, is any other party, in violation or breach of, or in default with respect to, any material provision of any written contract, agreement, instrument, lease, license or legally binding

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understanding (“Contract”) which is material to the Managing Owner and which relates to the Trust or the Offering; and each such Contract is in full force and is the legal, valid, and binding obligation of the Managing Owner and/or the Trust and is enforceable as to the Managing Owner and/or the Trust in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. The Managing Owner has no knowledge that any party to any such Contract has any current intention of canceling, not renewing or not performing with respect thereto. The Managing Owner enjoys peaceful and undisturbed possession under all leased property from which operations related to the Trust or the Offering are conducted. The Managing Owner is not in violation or breach of, or in default with respect to, any term of its certificate of formation or operating agreement.

          (m) When the Registration Statement becomes effective under the 1933 Act, each Contract required to be (i) described in the Registration Statement or the Prospectus will be properly described therein and (ii) filed as an exhibit to the Registration Statement will be filed with the SEC as an exhibit to the Registration Statement.

          (n) The financial statements of the Managing Owner and the Trust contained in the Registration Statement and the Prospectus have been examined by an independent registered public accounting firm, as required by the CE Act and the 1933 Act and the rules and regulations of the CFTC and the SEC, respectively, and when the Registration Statement becomes effective under the 1933 Act, fairly present in all material respects the financial condition and the results of operations thereof as of the dates and for the periods therein specified; and such financial statements have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved; and no other financial statements are required by Form S-1 to be included in the Registration Statement or the Prospectus.

          (o) Neither the Managing Owner, nor, to the knowledge of the Managing Owner, any manager, member, director, officer, agent, employee, or other person associated with or acting on behalf of the Managing Owner has, directly or indirectly, (i) used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of the Managing Owner; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.

          (p) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as described in the Registration Statement or Prospectus, the Trust has not (i) issued any securities or incurred any liability or obligation, primary or contingent, for borrowed money; (ii) entered into any material transaction not in the ordinary course of business or (iii) declared or paid any dividend on its capital stock.

          (q) Except as may be set forth in the Registration Statement, Prospectus, this Agreement or any Additional Selling Agent Agreement, neither the Trust nor any Fund has incurred any liability for a fee, commission or other compensation on account of the employment of a broker or finder in connection with the transactions contemplated by this Agreement.

          (r) Except as contemplated by the Offering, this Agreement or any Additional Selling Agent Agreement or as may have been waived, no Person has any right of first refusal,

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preemptive right, right to any compensation, or other similar right or option, in connection with the Offering or this Agreement, or any of the transactions contemplated hereby or thereby.

          (s) Except as may be set forth in the Registration Statement or Prospectus or as may have been waived, no Person has the right to require registration of Units or other securities of the Company upon the filing or effectiveness of the Registration Statement.

     2. Representations and Warrants of the Placement Agent. The Placement Agent represents and warrants to the Trust, each Fund and the Managing Owner that:

          (a) It has all necessary corporate power and authority to enter into this Agreement, to consummate the transactions contemplated by this Agreement, and to perform its obligations hereunder.

          (b) It is a corporation duly organized and validly existing under the laws of the State of Illinois; it is duly authorized to execute this Agreement and to perform its obligations hereunder; and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the performance of its obligations hereunder, will not violate, conflict with, or constitute a default under, (i) the organizational documents of the Placement Agent; (ii) any Contract to which the Placement Agent is a party or by which its assets are bound or (iii) any judgment, decree, order or, to the knowledge of the Placement Agent, any statue, rule or regulation, applicable to the Placement Agent.

          (c) This Agreement has been duly and validly authorized, executed and delivered by the Placement Agent and is a valid and binding agreement of the Placement Agent enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.

          (d) The information contained in the Registration Statement and Prospectus relating to the Placement Agent is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.

          (e) It is a member of the NASD, and is in compliance with all material rules and regulations applicable to the Placement Agent generally and, to its knowledge, applicable to the Placement Agent’s participation in the Offering, and it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the securities laws of the states in which Units will be offered or sold by it. It is not subject to any order or regulation which in any way relates to any violation of law or which could otherwise preclude it fulfilling its duties contemplated hereby and it has not committed any act nor is it, its Affiliates or other persons associated with it the subject of administrative, civil, or criminal actions (so-called “bad boy” provisions) of any state “blue sky” law.

          (f) It will deliver or cause to be delivered to each prospective subscriber, prior to any submission by such person of a written offer relating to the purchase of Units, a copy of the Prospectus, as it may have been most recently amended or supplemented by the Managing Owner or the Trust.

          (g) In compliance with the NASD Conduct Rules, it will not sell Units to discretionary accounts without prior specific written approval of the customer in whose name such account is being maintained.

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          (h) It will not take any action which would cause the Offering to violate the provisions of the 1933 Act, the Exchange Act, the CE Act, the respective rules and regulations promulgated thereunder, or applicable “blue sky” laws of any state or jurisdiction.

     3. Offering and Sale of Units.

          (a) Subject to the terms and conditions, and on the basis of the representations, warranties and covenants set forth in this Agreement, the Managing Owner, the Trust and each Fund hereby appoint the Placement Agent as the initial exclusive selling agent with respect to the Offering, and the Placement Agent agrees to use its best efforts to procure Subscribers for Units in one or more Initial Funds during the Initial Offering Period and the Continuous Offering Period on the terms and conditions set forth in the Prospectus and in the Trust Agreement. For the avoidance of doubt, except for Units as described in the Prospectus, no other securities (including, but not limited to, beneficial interests in other commodity pools) that may be offered by the Trust, any Fund or the Managing Owner, from time to time, shall be subject to this Agreement, and the Placement Agent shall have no right to commissions, on-going trailing fees or any other compensation with respect to such other securities.

          (b) The Placement Agent’s agreement to use its best efforts to find acceptable Subscribers shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers, including Affiliates, which may be offered or sold during the term of this Agreement.

          (c) The Placement Agent shall keep, and make available to the Managing Owner upon request, a complete ledger in hard copy and computerized form of all Subscribers, which shall include (i) the exact name, address and social security or employer identification number of each Subscriber, (ii) the amount invested by each Subscriber, (iii) the number and type of Units subscribed for by each Subscriber, and (iv) if there is more than one party to the subscription, the holding method (e.g., joint tenant, tenants in common, etc.) of the joint Subscribers.

          (d) The Placement Agent may propose Additional Selling Agents to the Managing Owner. Each such Additional Selling Agent shall be a member of the NASD, shall be registered as a broker-dealer under the Exchange Act, and shall comply with such additional registration requirements as may be required by the states in which it will market Units. Each Additional Selling Agents shall distribute Units pursuant to the terms of the applicable Additional Selling Agent Agreement.

          (e) In recommending to any Person the purchase or sale of Units, the Placement Agent will (x) use its best efforts to ensure that an investment in the applicable Fund is a suitable and appropriate investment for such Person, on the basis of information obtained from such Person concerning his investment objectives, such Person’s other investments, such Person’s financial situation and needs, any other information known by the Placement Agent through the review of its offeree questionnaire completed by such Person and relevant “blue sky” laws; and (y) maintain in its files for at least six (6) years documents disclosing the basis upon which the determination of suitability was reached as to each such Person. The Placement Agent shall review each Subscription Agreement to ensure it is completed and executed properly (checking, among other things, the name, address and social security number of the Subscriber). The Placement Agent shall also make sure that each Subscriber’s check is properly made payable to the escrow account for the correct amount as provided in the Subscription Agreement, or that

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the applicable wire transfer has been received by the escrow account for the correct amount as provided in the Subscription Agreement.

          (f) During the period when the Prospectus is required to be delivered under the 1933 Act, the Placement Agent shall promptly notify the Managing Owner upon discovery of any material untrue or misleading statement regarding it or its operations, or of the occurrence of any event or change in circumstances which would result in there being any material untrue or misleading statement or a material omission in the Prospectus or Registration Statement regarding it or its operations, or result in the Prospectus not including all information relating to the Placement Agent required under applicable rules, regulations or laws.

          (g) Each party understands and agrees that no subscription will be deemed final and binding on any new Subscriber until at least five (5) Business Days after the date the Subscriber receives the Prospectus. In connection therewith, the Placement Agent agrees to indicate in each Subscription Agreement submitted to the Managing Owner by the Placement Agent the date on which the Prospectus was delivered to that Subscriber. The Placement Agent agrees to ensure that at least five (5) Business Days after the date the Subscriber receives the Prospectus have passed before the Placement Agent accepts any Subscription Agreement from such Subscriber.

          (h) During the Initial Offering Period and the Continuous Offering Period for each Fund, all home offices or branch offices of the Placement Agent shall forward Subscription Agreements to the Managing Owner no later than noon of the first Business Day following receipt of an duly completed, executed and acceptable Subscription Agreement from a Subscriber.

          (i) The Placement Agent shall instruct all subscribers and prospective subscribers to make checks for subscriptions payable to the order of the Escrow Agent or to send wire transfers for subscriptions directly to the Escrow Agent, in each case to the account(s) specified in the Escrow Agreement. Any checks or wire transfers payable to any other party shall be returned. The Placement Agent shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective subscribers of Units, transmit the same together with a copy of the executed Subscription Agreement, stating among other things, the name of the purchaser, current address, and the amount and form (i.e., whether consideration received was in the form of a check, draft or money order) the of the investment, to the Escrow Agent by noon of the next Business Day after the Managing Owner receives the executed Subscription Agreement, which such Subscription Agreement the Placement Agent shall forward to the Managing Owner no later than noon of the next Business Day following receipt of the check by the Placement Agent. Any check returned unpaid to the Escrow Agent shall be returned to the Placement Agent. The Managing Owner shall accept or reject subscriptions to the Funds in accordance with the terms of Section 3.04 of the Trust Agreement. The Managing Owner shall have sole responsibility for determining whether Persons are qualified to become Limited Owners and for accepting subscriptions and determining their validity.

     4. Fees and Expenses.

          (a) Subject to the last sentence of Section 4(d), for each sale of Units by a Selling Agent to a Subscriber that is accepted by the Managing Owner, the applicable Fund will pay a subscription fee (the “Subscription Fee”) equal to 0.5% to 3.0% of the gross offering proceeds from such sale which Subscription Fee shall be negotiated within this range by the

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Selling Agent and the Subscriber at the time of the sale of Units by the Selling Agent to the Subscriber. The Selling Agent shall notify the Managing Owner in writing regarding the Subscription Fee to be charged to a prospective Subscriber when the Selling Agent submits the Subscription Agreement for such prospective Subscriber to the Managing Owner. For the avoidance of doubt, no Subscription Fee shall be payable in respect of rejected subscriptions. If no Subscription Fee is indicated on a Subscription Agreement with a Subscriber, the Subscription Fee will be 3.0% of the gross offering proceeds from such sale.

          (b) The Subscription Fee shall be payable within 30 days after the later of (i) the date the Managing Owner accepts a subscription and receives the required written notice regarding the Subscription Fee from the Selling Agent and (ii) the Initial Closing of the Fund for which Units are being subscribed.

          (c) For each sale of Units by a Selling Agent to a Subscriber that is accepted by the Managing Owner, the applicable Fund will also pay to such Selling Agent the Trailing Fee, as and when specified in the Trust Agreement; provided, that no further Trailing Fees shall be payable from and after such time as the Trailing Fees theretofore paid in respect of such Units, when added together with the Subscription Fees paid in respect of such Units, are equal to or exceed 10% of the purchase price of such Units. Subject to the last sentence of Section 4(d), a Selling Agent may not waive the Trailing Fee applicable to a subscription for Units.

          (d) Trailing Fees will be paid to Selling Agents for on-going services to Limited Owners on a continuous basis which may include, without limitation, advising Limited Owners of the net asset values of the Trust, of relevant Funds, and of Units in such Funds; responding to Limited Owners’ inquiries about monthly statements and annual reports and tax information provided to them; advising Limited Owners whether to make additional capital contributions to the Trust or to redeem their Units; assisting with redemptions of Units; providing information to Limited Owners with respect to futures and forward market conditions; and providing further services which may be requested by Limited Owners. Accordingly, a Selling Agent otherwise entitled to Trailing Fees will not be entitled to receipt thereof for any month during which (i) the Selling Agent does not provide such ongoing services, or (ii) the Selling Agent or the registered representative who is otherwise receiving such Trailing Fees is not properly registered with the CFTC or any other required federal, state or local entity. No Subscription Fees or Trailing Fees shall be paid on Units sold to the Managing Owner or any of its members, principals or Affiliates.

          (e) In the event that the offering of Units of any Fund is terminated prior to the Initial Closing for such Fund, no Selling Agent shall be entitled to any compensation in connection with the offering of Units of such Fund, whether or not such Selling Agent shall theretofore have procured Subscribers for such Fund.

          (f) The Managing Owner and each Selling Agent are each aware of the limitations imposed by the NASD Rules of Fair Practice on the aggregate compensation which may be received by a Selling Agent in connection with the offering and sale of Units. Accordingly, no Selling Agent will in any event accept Trailing Fees from and after such time as the Trailing Fees theretofore paid in respect of such Units, when added together with the Subscription Fees paid in respect of such Units, are equal to or exceed 10% of the purchase price of such Units.

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     5. Covenants of the Managing Owner, the Trust and each Fund. Each of the Managing Owner, the Trust and each Fund covenant to and agree with the Placement Agent to:

          (a) Use their respective reasonable best efforts to cause the Registration Statement to become effective as promptly as possible. If filing of the Prospectus is required under Rule 424(b) of the Regulations, the Managing Owner will file the Prospectus, properly completed, pursuant to Rule 424(b) of the Regulations within the time period prescribed and will provide evidence satisfactory to the Placement Agent of such timely filing.

          (b) Notify the Placement Agent immediately (i) when the Registration Statement and any amendment to the Registration Statement becomes effective or any supplement to the Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or further supplement to the Prospectus, (iv) of any material criminal, civil or administrative or investigative proceedings against or involving the Managing Owner, the Trust or any Fund, (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body of any order suspending (A) the effectiveness of the Registration Statement under the 1933 Act, (B) the registration or NFA membership of the Managing Owner as a “commodity pool operator” or “commodity trading adviser”; or (C) the registration of Units under the “blue sky” or securities laws of any state or other jurisdiction, (vi) any order or decree enjoining the offering or the use of the then-current Prospectus or any promotional material, or (vii) of any threatened action of the type referred to in clauses (iii) through (vi) of which the Managing Owner becomes aware. In the event any order of the type referred to in clause (v) or (vi) is issued, the Managing Owner agrees to use its reasonable best efforts to attempt to obtain a lifting or rescinding of such order at the earliest feasible date.

          (c) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, comply with all requirements imposed upon them by the 1933 Act, the SEC regulations, the CE Act and the CFTC regulations, as from time to time in force, so far as necessary to permit the continuance of sales of Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.

          (d) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner, to amend or supplement the Prospectus (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a Subscriber, or (ii) to conform with applicable CFTC or SEC regulations, notify the Placement Agent and promptly prepare and file with the SEC an appropriate amendment or supplement which will correct such statement or omission or which will effect such compliance and will use its reasonable best efforts to have any such amendment declared effective as soon as reasonably possible.

          (e) Deliver or cause to be delivered without charge to the Placement Agent such number of copies of the Prospectus as may reasonably be requested by the Placement Agent; and as soon as the Registration Statement or any amendment thereto becomes effective, or a supplement thereto is filed, to deliver or cause to be delivered without charge to the Placement Agent two (2) copies of the Registration Statement or such amendment thereto, including exhibits, as the case may be, and two (2) copies of any supplement thereto; and to deliver or cause to be delivered without charge to the Placement Agent such number of copies of

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the Prospectus, the Registration Statement, and amendments and supplements thereto, if any, without exhibits, as the Placement Agent may reasonably request for the purposes contemplated by the 1933 Act.

          (f) Endeavor in good faith and in cooperation with the Placement Agent, at or prior to the time the Registration Statement becomes effective, to qualify Units for offering and sale under the “blue sky” or securities laws of such jurisdictions as the Placement Agent may designate and the Managing Owner shall agree. In each jurisdiction where such qualification shall be effected, the Managing Owner will, unless the Placement Agent agrees in writing that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction and will keep all filings current.

          (g) Use its best efforts to keep the Prospectus and the Registration Statement current and effective by filing post-effective amendments, as necessary, during the Offering.

          (h) Invest the net proceeds received by it from the Offering in the manner set forth in the Prospectus.

          (i) Comply with all registration, filing, and reporting requirements of the Exchange Act which may from time to time be applicable to the Trust.

          (j) Comply with all undertakings contained in the Registration Statement.

          (k) When and if required, file on a timely basis with the SEC an appropriate form to register the Units pursuant to Section 12(g) under the Exchange Act.

     6. Covenants of the Placement Agent. The Placement Agent covenants to and agrees with the Managing Owner, the Trust and each Fund to:

          (a) Make a best efforts public offering of the Units as soon as the Placement Agent deems it reasonably advisable on or after the Effective Date (as defined in Section 11(a)), upon and subject to the terms and conditions contained in this Agreement and in compliance with all applicable securities laws, and to perform all of its responsibilities hereunder.

          (b) Preserve the confidentiality of any proprietary or non-public information or data provided to the Placement Agent by the Managing Owner.

          (c) Fully disclose to prospective subscribers the capacity in which the Placement Agent is contacting them and the Placement Agent’s relationship with the Managing Owner.

          (d) Not make an offer to sell or solicit an offer to buy or sell Units in a state or other jurisdiction until the Managing Owner has notified the Placement Agent that the Units have been so registered or qualified, or are exempt from registration or qualification, with the securities authorities in such state or other jurisdiction.

          (e) Maintain in full force and effect, and cause its personnel involved in the activities contemplated hereunder to maintain in full force and effect, all governmental, regulatory and self-regulatory registrations, approvals, memberships and licenses required to perform its obligations under this Agreement and to receive compensation therefor (including but

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not limited to registration as a broker-dealer with the SEC, membership in the NASD, registration with the relevant regulatory authority in each state in which the Selling Agent will solicit prospective subscribers, registration with the CFTC as an futures commission merchant or introducing broker and membership in the NFA) during the term of this Agreement and for such time as the Placement Agent and such personnel shall receive compensation hereunder.

          (f) Comply with the applicable requirements of the 1933 Act (including the delivery of a Prospectus to each prospective subscriber as required by the 1933 Act), the Exchange Act, the CE Act, the rules and regulations promulgated thereunder, and the rules and regulations of the NASD, CFTC, and NFA, including, without limitation (i) determining suitability of a purchase of Units for each prospective subscriber through the use of an offeree questionnaire, (ii) obtaining a written agreement from each prospective subscriber to purchase Units setting forth the identity and quantity of the Units to be purchased and (iii) delivering a Prospectus to a prospective subscriber at least five (5) Business Days prior to any purchase of Units.

          (g) Not, and not permit any Person acting on its behalf to, (i) provide any information or make any representations relating to the Managing Owner, any Fund, the Trust or the Offering other than as contained in the Prospectus, or (ii) state that it is authorized to act as agent for the Managing Owner, any Fund or the Trust for any purpose other than as expressly set forth in this Agreement.

          (h) Not take any of the following actions against the Trust or any Fund: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or any Fund in an involuntary case or proceeding under the United States Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law, or (B) adjudging the Trust or any Fund bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or any Fund under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or any Fund or of any substantial part of any of their respective properties, or ordering the winding up or liquidation of any of its affairs; (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively, a “Bankruptcy or Insolvency Action”).

          (i) For any obligations due and owing to it by any Fund, look solely and exclusively to the assets of such Fund or the Managing Owner (solely to the extent of the General Units owned by the Managing Owner in such Fund), if the Managing Owner has liability in its capacity as Managing Owner, to satisfy the Placement Agent’s claims, and not seek to attach or otherwise assert a claim against the other assets of the Trust or any other Fund, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.

     7. Compliance with NASD Rules and General Laws.

          (a) It is understood that the Placement Agent has no commitment with regard to the sale of Units other than to use its best efforts and to comply with the provisions of this Agreement and the Trust Agreement. In connection with the offer, sale and distribution of Units, the Selling Agent represents and warrants that it will comply fully with all applicable laws and

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regulations, and the rules, policy statements and interpretations of the SEC, the NASD, the CFTC, the NFA, state securities administrators and any other regulatory or self-regulatory body. In particular, and not by way of limitation, the Placement Agent represents and warrants that it is familiar with Rule 2810 of the NASD Conduct Rules and that it will comply fully with all the terms thereof in connection with the Offering and sale of Units. The Placement Agent will not execute any sales of Units from a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is being maintained.

          (b) The Placement Agent agrees not to recommend the purchase of Units to any Person unless the Placement Agent shall have reasonable grounds to believe, on the basis of information obtained from the Person concerning, among other things, the Person’s investment objectives, other investments, financial situation and needs, that: (1) (to the extent relevant for the purposes of Rule 2810 and giving due consideration to the fact that the Trust and each Fund is in no respects a “tax shelter”) the Person is or will be in a financial position appropriate to enable the Person to realize to a significant extent the benefits of the applicable Fund, including the tax benefits (if any) described in the Prospectus; (2) the Person has a fair market net worth sufficient to sustain the risks inherent in participating in the applicable Fund; (3) the Person satisfies the requirements to become a Subscriber on the basis set forth in the Prospectus, the Subscription Agreement and the state suitability requirements contained therein; (4) acceptance of the Person’s subscription will not otherwise breach any laws, rules and regulations designed to avoid money laundering applicable to either the Selling Agent, the Managing Owner, the Trust and each Fund; and (5) the Units are otherwise a suitable investment for the Person. The Placement Agent agrees to maintain such records as are required by the applicable rules of the NASD, SEC, CFTC and the NFA for purposes of determining investor suitability for the time periods otherwise required by the SEC, NASD, CFTC and NFA. In connection with making the foregoing representations and warranties, the Placement Agent further represents and warrants that it has, among other things, examined the Prospectus including, without limitation the sections listed below and obtained such additional information from the Managing Owner regarding the information set forth thereunder as the Placement Agent has deemed necessary or appropriate to determine whether the Prospectus adequately and accurately discloses all material facts relating to an investment in the applicable Funds and provides an adequate basis to Persons for evaluating an investment in the Units: “RISK FACTORS”; “BREAK-EVEN ANALYSIS”; “DESCRIPTION OF THE TRUST, TRUSTEE, MANAGING OWNER AND AFFILIATES”; “OTHER PRIVATE ACCOUNTS AND POOLS”; “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”; “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST”; “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”; “FEES AND EXPENSES”; “THE OFFERING”; “WHO MAY SUBSCRIBE”; “SUMMARY OF MATERIAL AGREEMENTS”; and “MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS.”

In connection with making the representations and warranties set forth in this section, the Placement Agent has not relied on inquiries made by or on behalf of any other parties.

          (c) The Placement Agent agrees to inform all prospective subscribers of Units of all pertinent facts relating to the liquidity and marketability of Units as set forth in the Prospectus.

          (d) The Placement Agent represents and warrants that it is familiar with Rule 2710 of the NASD Conduct Rules and covenants and agrees with the Trust, each Fund and the

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Managing Owner that it will comply fully with all the terms thereof in connection with the Offering and sale of the Units.

          (e) The Placement Agent represents, warrants and covenants that it: (1) maintains anti-money laundering policies and procedures that comply with the Bank Secrecy Act of 1970, as amended, and applicable federal anti-money laundering regulations, including policies and procedures to verify the identity of prospective subscribers (“AML Laws, Regulations and Policies”); (2) complies with AML Laws, Regulations and Policies; (3) will promptly deliver to the Managing Owner, to the extent permitted by applicable law, notice of any AML Laws, Regulations and Policies violation, suspicious activity, suspicious activity investigation or filed suspicious activity report that relates to any prospective subscriber for Units; and (4) will cooperate with the Managing Owner and deliver information reasonably requested by the Managing Owner concerning Subscribers that purchased Units sold by the Placement Agent necessary for the Managing Owner or the Trust to comply with AML Laws, Regulations and Policies.

          (f) The Placement Agent agrees that the Managing Owner has not assumed, nor will it assume, any responsibility or obligation concerning the Placement Agent’s right to act as broker-dealer with respect to the Units in any jurisdiction.

     8. Conditions of Placement Agent’s Obligations.

          (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:

          (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and

          (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom.

          (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:

          (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and

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that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and

          (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.

     9. Indemnification and Contribution.

          (a) The Placement Agent shall not be liable to any Fund, the Trust, the Trustee or the Managing Owner for any loss, liability, claim, damage, expense, fine, penalty, cost or expense (including, without limitation, attorneys’ and accountants’ fees and disbursements), judgment and/or amount paid in settlement (collectively, “Losses”) caused by any act or omission of the Placement Agent in connection with the performance of services under this Agreement, except as a result of (1) acts or omissions to act on the part of the Placement Agent or the officers, directors, shareholders, principals, members, employees, agents or Affiliates (collectively, the “Principals and Affiliates”) of the Placement Agent which constitute negligence or misconduct, or (2) any breach of any of the representations, warranties, covenants or agreements of the Placement Agent in this Agreement. The Placement Agent hereby agrees to indemnify and hold harmless each Fund, the Trust, the Trustee, the Managing Owner and the Principals and Affiliates of each of the foregoing from and against all Losses incurred by any of them arising out of or based upon any matter for which the Placement Agent is liable under this Section 9(a).

          (b) The Managing Owner and each Fund, solely out of the Contracting Fund Assets (as defined below in Section 14), hereby agrees indemnify and hold harmless the Placement Agent and its Principals and Affiliates from and against any and all Losses to which such Persons may become subject arising out of or in connection with (i) this Agreement, (ii) the transactions contemplated hereby or (iii) the fact that the Placement Agent is or was a selling agent of the Trust and the Funds, in each case arising out of or based upon (1) any untrue statement of material fact contained in this Agreement, the Registration Statement, the Prospectus or any application or written communication executed by the Managing Owner or the Trust filed in any jurisdiction in order to qualify Units under the securities laws thereof (collectively, the “Documents”), (2) any omission from the Documents of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (3) any breach of any representation, warranty, covenant or agreement made by the Managing Owner, the Trust or any Fund in this Agreement, except to the extent that any such Losses arise out of, relate to, or are based upon any matter (x) for which the Placement Agent would be liable under Section 9(a) or (y) relating to an Additional Selling Agent or an Additional Selling Agent Agreement. For the sake of clarity, if a claim for indemnification relates to a specific Fund, such Fund, and no other Fund, shall be responsible for indemnifying the Placement Agent and its Principals and Affiliates in accordance with this Section 9(b).

          (c) Indemnification Procedure. The Person(s) making a claim for indemnification under this Section 9 is/are referred to herein as the “Indemnified Party” and the Person(s) against whom such claims are asserted under this Section 9 is/are referred to herein as the “Indemnifying Party.” All claims by an Indemnified Party shall be asserted and resolved as follows

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          (i) In the event that (A) any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party (a “Third Party Action”) or (B) any Indemnified Party hereunder should have a claim against any Indemnifying Party hereunder which does not involve a claim being asserted against or sought to be collected from it by a third party (a “Direct Action”), the Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim, specifying, to the extent then known to the Indemnified Party, the basis on which the claim for indemnification is made, the facts giving rise to or the alleged basis of the claim, and the amount (which may be estimated) of claim liability (a “Claim Notice”), together with a copy of the document (if any) by or in which the Third Party Action is commenced or asserted; provided, that any failure to give such notice shall not constitute a waiver of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced as result of such delay or lack of detail.

          (ii) Within thirty (30) days after receipt of a Claim Notice, the Indemnifying Party may (A) by giving written notice thereof to the Indemnified Party, elect to assume the defense of such Third Party Action at its sole cost and expense or (B) object to the claim for indemnification set forth in the Claim Notice. The Indemnifying Party shall have the right to assume control of the defense of or settle or otherwise dispose of such Third Party Action on such terms as the Indemnifying Party deems appropriate; provided, however, that (x) the Indemnified Party shall be entitled, at its own expense (which such expense shall not be deemed to be a Loss), and without unreasonable interference with the actions of the Indemnifying Party, to participate in the defense of Third Party Actions, (y) the Indemnified Party shall not have the right to assume control of a Third Party Action if the Indemnified Party shall have been advised by counsel that, under applicable standards of professional responsibility, a conflict will arise in the event both the Indemnified Party and the Indemnified Party are represented by the same counsel with respect to the Third Party Action, in which case such Indemnified Party shall have the right to be represented by separate counsel with respect to the matters to which the conflict pertains, and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon demand of the Indemnified Party; and (z) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement, compromise, admission or any acknowledgment of the validity of a Third Party Action or any liability in respect thereof, which consent shall not be unreasonably withheld; provided, that the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include a complete release of all claims against each Indemnified Party in respect of such Third Party Action and any related facts, circumstances or occurrences; and provided, further, that no consent of the Indemnified Party shall be necessary if the settlement, compromise, admission or any acknowledgment involves solely the payment of monetary damages that are paid by the Indemnifying Party.

          (iii) Unless the Indemnifying Party objects in writing to a Direct Claim within thirty (30) days after receipt of the Claim Notice, such Direct Claim shall be conclusively deemed to be a liability of the Indemnifying Party and the Indemnified Party shall be entitled to obtain the appropriate number of escrowed shares, in accordance with the terms of the Pledge Agreement. If the Indemnifying Party objects in writing, such dispute shall be resolved in accordance with Section 19.

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          (d) In the event that a Person seeks indemnification in a Third Party Action covering both matters for which indemnification is and is not covered hereunder, such Person shall be indemnified only for the Losses covered hereunder.

          (e) None of the indemnifications contained in this Agreement shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by a Person claiming indemnification without the prior written consent of the Indemnifying Party.

          (f) Notwithstanding the provisions of this Section 9, the Placement Agent shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities Laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities Law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made.

          (g) In any claim for indemnification for federal or state securities Law violations, the person seeking indemnification shall place before the court the position of the SEC and the position of any other applicable state securities division which requires disclosure with respect to the issue of indemnification for securities law violations.

          (h) The indemnification provisions of this Agreement shall survive the termination of this Agreement. The indemnification agreements in this Section 9 shall be in addition to any liability which the Placement Agent may otherwise have. Nothing contained in this Section 9 or elsewhere in this Agreement shall be construed as an admission that the Placement Agent is an “underwriter” of the Units within the meaning of the 1933 Act.

     10. Representations and Agreements to Survive Delivery. All representations, warranties, covenants, and agreements contained in this Agreement or contained in certificates or documents delivered pursuant to this Agreement shall be deemed to be representations, warranties, covenants, and agreements at the Effective Date (defined below), and shall survive until the earlier of (i) the termination of the Continuous Offering Period, or (ii) the termination of this Agreement (with those Sections specified in Section 12 surviving indefinitely).

     11. Effectiveness of Agreement; Term and Termination.

          (a) This Agreement shall become effective at 9:30 a.m., New York time, on the first full Business Day following the date the Registration Statement becomes effective with the SEC (the “Effective Date”). Unless terminated earlier as set forth in the remainder of this Section 11, this Agreement shall terminate with respect to a Fund at the conclusion of the Continuous Offering Period for such Fund (with those Sections specified in Section 12 surviving indefinitely).

          (b) The Placement Agent may terminate this Agreement with respect to the Trust or any Fund(s) upon 30 days’ advance written notice to the applicable Fund(s), the Trust and the Managing Owner, in the event (i) there has been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, of the applicable Fund(s), the Trust or the Managing Owner which, in the reasonable judgment of the Placement Agent, renders it inadvisable to proceed with the Offering;

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(ii) the Registration Statement and/or the Prospectus has not been amended reasonably promptly after written request by the Placement Agent for it to be so amended because an event has occurred which, in the reasonable opinion of securities counsel for the Placement Agent, should be set forth in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (iii) there has been a general suspension of, or a general limitation on prices for, trading in commodity futures or option contracts on commodity exchanges in the United States or other commodities instruments, or there is any other national or international calamity or crisis in the financial markets of the United States to the extent that it is determined by the Placement Agent, in its reasonable discretion, that such limitations would materially impede the Trust’s or the applicable Fund’s trading activities or make the offering or delivery of Units impossible or impractical; or (iv) there has been a declaration of a banking moratorium by federal, New York or Delaware authorities.

          (c) The Managing Owner, the Trust and/or the Fund(s) (solely with respect to such Fund(s)) may terminate this Agreement for any or no reason upon 15 days’ advance written notice to the Placement Agent; provided, that in the event this Agreement is terminated only with respect to certain Funds, this Agreement shall remain in full force and effect with respect to the remaining Funds, the Trust and the Managing Owner.

     12. Survival. Notwithstanding that this Agreement shall not become effective, shall terminate or shall otherwise not be carried out, Sections 3(c), 4, 6(b), 6(c), 6(g), 6(h), 6(i) and 9 through 20 shall survive and remain in full force and effect.

     13. Limitation of Limited Owner Liability. This Agreement has been made and executed by and on behalf of the Funds, the Trust and the Managing Owner. The obligations of the Funds, the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified herein. No resort shall be had to the assets of other Funds or the Limited Owners’ assets or personal property, for the satisfaction of any obligation or claim hereunder.

     14. Subordination of Certain Claims and Rights. Each of the Managing Owner and the Placement Agent agrees and consents (the “Consent”) to look solely to the applicable Fund (the “Contracting Fund”) and its assets (the “Contracting Fund Assets”) for payment. The Contracting 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 the Contracting Fund, including, without limitation, funds delivered to the Trust for the purchase of Units in a Fund. In furtherance of the Consent, each of the Managing Owner and the Placement Agent agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Fund and the Contracting Fund Assets, shall be subject to the following limitations:

          (a) Except as set forth below, the Claims, if any, of the Managing Owner and the Placement Agent (the “Subordinated Claims”) incurred, contracted for or otherwise existing, arising from, related to or in connection with the Contracting Fund and the Contracting Fund Assets and the assets of the Trust shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and the Contracting Fund and any of their respective assets which may arise as a matter of Law or pursuant to any Contract; provided, however, that bona fide Claims of either the Managing Owner or the Placement Agent, if any, against the

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Contracting Fund shall be pari passu and equal in right of repayment and distribution with all other bona fide Claims against the Contracting Fund;

          (b) The Managing Owner and the Placement Agent will not take, demand or receive from any Fund or the Trust or any of their respective assets (other than the Contracting Fund or its assets) any payment for the Subordinated Claims, except in accordance with this Section 14;

          (c) Subject to this Section 14, the Claims of the Managing Owner and the Placement Agent with respect to the Contracting Fund shall only be asserted and enforceable against the Contracting Fund’s assets and the Managing Owner and its assets, and shall not be asserted or enforceable for any reason whatsoever against the assets of any other Fund or the Trust generally;

          (d) If the Claims of the Managing Owner or the Placement Agent against the Contracting Fund or the Trust are secured in whole or in part, each of the Managing Owner and the Placement Agent 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 other Fund, as the case may be;

          (e) In furtherance of the foregoing, if and to the extent that the Managing Owner and/or the Placement Agent receive monies in connection with the Subordinated Claims from a Fund or the Trust (or their respective assets) other than the Contracting Fund or the Managing Owner and their respective assets and except as permitted by this Section 14, the Managing Owner and/or the Placement Agent, as the case may be, shall be deemed to hold such monies in trust and shall promptly remit such monies to the Fund or the Trust that paid such amounts for distribution by such Fund or the Trust in accordance with the terms hereof; and

          (f) The provisions of this Section 14 shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

     15. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by Federal Express, Express Mail or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, (i) if to the Managing Owner, the Trust or the Funds, at 1000 Hart Road, Suite 210, Barrington, Illinois 60010, Attention: Chief Executive Officer; with a copy to: Crowell & Moring LLP, 153 East 53 Street, 31^st Floor, New York, New York 10022, Attention: Robert G. Frucht, Esq.; (ii) if to the Placement Agent, 17 W 727 Butterfield Rd., Oakbrook Terrace, IL 60181, Attention: The President; or (iii) in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 15. Any notice or other communication given shall be deemed given at the time of receipt by the intended recipient party thereof.

     16. Binding Agreement. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Funds, the Trust, the Managing Owner, the Placement Agent (and solely with respect to indemnification or contribution, those persons and entities referred to in Section 9 who are entitled to indemnification or contribution), and their respective successors, and assigns (which shall not include any prospective subscriber or Subscriber for Units), and no other Person

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shall have or be construed to have any legal or equitable right, remedy, or claim under or in respect of or by virtue of this Agreement or any provision herein contained.

     17. Invalidity. If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

     18. Governing Law. This Agreement shall be construed in accordance with the laws of Delaware, without giving effect to its conflict of law principles.

     19. Consent to Jurisdiction. All disputes arising out of this Agreement and any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, including the interpretation, breach or termination of any of the foregoing, shall be resolved exclusively through the state and Federal courts situated of Delaware. The parties hereby submit to the exclusive jurisdiction and venue for any such dispute in such courts, as well as to all appellate courts to which an appeal may be taken from such trial courts. Each of the parties expressly waives, to the fullest extent permitted by law, the right to move to dismiss or transfer any action brought in such courts on the basis of any objection to personal jurisdiction, venue or inconvenient forum in any of such courts.

     20. Fund Disclaimer. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the Trust is organized in series pursuant to Sections 3804(a) and 3806(b)(2) of the Trust Act. As such, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each series of the Trust shall be enforceable against the assets of such series of the Trust only, and not against the assets of the Trust generally or the assets of any other series of the Trust or against the Trustee. There may be several series of the Trust created pursuant to the Trust Agreement.

     21. Assignment. This Agreement may not be assigned, novated or otherwise transferred by operation of law or otherwise by any party without the prior written consent of all of the other parties, which consent shall not be unreasonably withheld. Any change of control of a party shall be deemed an assignment of this Agreement that requires the prior written consent of the other parties. For purposes of this Agreement, “change of control” means any merger, consolidation, sale of all or substantially all of the assets or sale of a substantial block of stock, of a party. Any such assignment, novation or transfer by one party not in accordance with this provision shall be a material breach of this Agreement and shall be grounds for immediate termination thereof by the non-breaching parties, in addition to any other remedies that may be available under this Agreement or at law or in equity to the non-breaching parties.

     22. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

     23. Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart.

     24. Captions. Section and paragraph captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or extend or describe the scope of this Agreement or the intent of any provision hereof.

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          If the foregoing correctly sets forth the understanding between the Placement Agent and the Managing Owner and the Trust, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Yours very truly,

BROOKSHIRE RAW MATERIALS (U.S.) TRUST		BROOKSHIRE RAW MATERIALS MANAGEMENT, LLC
By:	Brookshire Raw Materials Management, LLC	By:	/s/ John M. Marshall
	Managing Owner		Name: John M. Marshall
			Title:   Chief Executive Officer and Manager
By:	/s/ John M. Marshall
	Name: John M. Marshall
	Title:   Chief Executive Officer and Manager

Accepted and agreed as of the date first written above:

OAKBROOK INVESTMENT BROKERS, INC.
By:	/s/ Robert G. Stevens
	Name: Robert G. Stevens
	Title:   President

EXHIBIT A

FORM OF ADDITIONAL SELLING AGENT AGREEMENT

[On the following pages]

1000 Hart Road, Suite 210, Barrington, Illinois 60010
Tel. No. 888-877-2719 Fax No. 416-536-5833

August 29, 2007

Oakbrook Investment Brokers, Inc.
17 W 727 Butterfield Rd.
Oakbrook Terrace, IL 60181

Attention: Robert Stevens

Re:	BROOKSHIRETM RAW MATERIALS (U.S.) TRUST
	PLACEMENT AGREEMENT

Ladies and Gentlemen:

     Brookshire Raw Materials Management, LLC, a Delaware limited liability company (the “Managing Owner”), has caused the formation, on August 17, 2006, of a statutory trust pursuant to the Delaware Statutory Trust Act (the “Trust Act”), under the name Brookshire Raw Materials (U.S.) Trust (the “Trust”), for the purpose of engaging in the speculative trading of commodity futures and forward contracts. CSC Trust Company of Delaware, a Delaware company (the “Trustee”), is the trustee of the Trust and has delegated substantially all responsibility for the management of the Trust’s business and affairs to the Managing Owner. The Amended and Restated Declaration of Trust and Trust Agreement dated as of ______ ___, 2007 (the “Trust Agreement”) sets forth the terms of the Trust. Capitalized terms not defined in this Placement Agreement have the meanings assigned to such terms in the Registration Statement (as hereinafter defined) and/or the Trust Agreement.

     The Trust is currently divided into ten series (each, a “Fund”). Units of beneficial interest (“Units”) will be issued in each such Fund, as more fully described in the Registration Statement and the Prospectus (as hereinafter defined). Each Fund will be managed by the Managing Owner, be separately valued and represent a separate investment portfolio of the Trust.

     The Managing Owner is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator and a commodity trading adviser under the Commodity Exchange Act, as amended (the “CE Act”), and is a member of the National Futures Association (the “NFA”) in such capacity.

     The Managing Owner proposes to offer Units to the public and to sell Units to subscribers acceptable to the Managing Owner (each, a “Subscriber” and collectively, the “Subscribers”), upon the terms and subject to the conditions set forth in this Placement Agreement (the “Agreement”), the Registration Statement and the Prospectus (the “Offering”). The Offering will begin as soon as the Placement Agent (as defined below) deems it reasonably

advisable on or after the Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”).

     Oakbrook Investment Brokers, Inc., an Illinois corporation, shall be the initial placement agent for the Trust (together with any replacement placement agent, the “Placement Agent”). The Placement Agent may, upon the prior written approval of the Managing Owner, distribute Units through the use of additional qualified broker-dealers (each, an “Additional Selling Agent”), pursuant to the terms of an additional selling agent agreement to be entered into among the Managing Owner, the Trust and the Additional Selling Agent substantially in the form attached hereto as Exhibit A (each, an “Additional Selling Agent Agreement”). The Placement Agent and each Additional Selling Agent approved by the Managing Owner that has entered into an Additional Selling Agent Agreement are hereinafter referred to collectively as “Selling Agents.”

     Each Fund desires to raise capital as herein provided through the sale of Units, and the Placement Agent hereby agrees to use its best efforts to market Units pursuant to the terms set forth in this Agreement. Accordingly, the Managing Owner, the Trust and the Placement Agent hereby, intending to be legally bound, agree as follows:

     1. Representations and Warranties of the Managing Owner. The Managing Owner represents and warrants to the Placement Agent that:

          (a) A registration statement on Form S-1 for the Trust and the Funds, and as a part thereof a combined prospectus for all Funds with respect to all of the Units being offered (which registration statement together with all amendments thereto, at the time and in the form declared effective by the SEC is referred to herein as the “Registration Statement,” and which prospectus in final form, together with all amendments and supplements thereto, is referred to herein as the “Prospectus”), prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the CE Act, and the rules, regulations and instructions promulgated under the 1933 Act and the CE Act, respectively, has been filed with the SEC, the National Association of Securities Dealers, Inc. (the “NASD”) and the NFA pursuant to the 1933 Act and the CE Act and the rules and regulations promulgated, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, in the form heretofore delivered to the Placement Agent.

          (b) When the Registration Statement becomes effective under the 1933 Act, the Registration Statement and the Prospectus will contain all material statements and information required to be included therein by the 1933 Act and the CE Act and the rules and regulations, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, and will conform in all material respects to the requirements of the 1933 Act and the CE Act and the rules and regulations, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, and will not contain any 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 (with respect to the Prospectus, in light of the circumstances in which they were made) not misleading; provided, however, that no representation and warranty is made with respect to information furnished in writing to the Trust or the Managing Owner by the Placement Agent or by any Additional Selling Agent.

          (c) To the knowledge of the Managing Owner, no order (a “Stop Order”) (i) preventing or suspending the effectiveness of the Registration Statement or use of the Prospectus

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or any amendment or supplement thereto, (ii) refusing to permit the effectiveness of the Registration Statement, or (iii) suspending the registration or qualification of any Units, has been issued by the SEC, the CFTC, the NASD, the NFA, the “blue sky” or securities authority of any state, or any other federal, state or other governmental agency or body, nor has any of such authorities instituted or, to the knowledge of the Managing Owner, threatened to institute, any proceedings with respect to a Stop Order.

          (d) The Trust was duly formed and is validly existing as a statutory trust in good standing under the Trust Act, with full power and authority, and all necessary authorizations, approvals and orders of and from all federal, state and other governmental or regulatory officials and bodies, to carry out its obligations under this Agreement, its certificate of trust (the “Trust Certificate”) and the Trust Agreement, and to own its properties and conduct its business as described in the Prospectus.

          (e) The Managing Owner and each of its principals and employees have, and will continue to have for so long as it is the Managing Owner, all federal and state governmental, regulatory, self-regulatory and commodity exchange approvals and licenses, and the Managing Owner (either by itself or through its principals and employees) has effected all filings and registrations with federal and state governmental, regulatory or self-regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its or their obligations as described under the Trust Agreement (including, without limitation, registration as a commodity pool operator under the Commodity Act and membership in the NFA as a “commodity pool operator” and as a “commodity trading adviser”), except in each case as would not be reasonably likely to have a Material Adverse Effect on the Managing Owner, the Trust or any Fund.

          (f) The Managing Owner is a limited liability company duly formed, validly existing, and in good standing under the laws of Delaware, with full power and authority, and all necessary consents, authorizations, approvals, orders, licenses, certificates, and permits of and from, and declarations and filings with, all federal, state, local, and other governmental authorities and all courts and other tribunals, to own, lease, license, and use its properties and assets and to carry on its business, in all material respects, in the manner described in the Prospectus. The Managing Owner is duly qualified to do business and is in good standing in each jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary or advisable, except where the failure to be so qualified would not have a material adverse effect on any of the operations, business, properties or assets of the Managing Owner.

          (g) Each of the Managing Owner and the Trust has all requisite power and authority to execute, deliver, and perform its respective obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner and the Trust and constitutes a valid and binding agreement of each of the foregoing, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.

          (h) The Managing Owner, the Trust and each Fund has the power and authority to enter into the contractual obligations and agreements referred to in the Prospectus (it being understood and agreed that this representation does not cover this Agreement and the Additional Selling Agent Agreements). None of (x) the offer and sale of the Units, (y) the execution and delivery of this Agreement or (z) compliance by the Managing Owner or the Trust

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with the provisions of this Agreement, will conflict with, or result in a breach of any of the terms or provisions of, or result in a default under, (i) any order of the SEC, the NASD, the CFTC or the NFA; (ii) the Trust Certificate, the Trust Agreement or the limited liability company agreement of the Managing Owner; (iii) any indenture, mortgage, deed of trust, loan agreement, other evidence of indebtedness or other agreement or instrument to which the Trust, a Fund or the Managing Owner is a party or by which their properties or assets are bound, except in the case of this clause (iii) of an agreement or instrument that would not have a material adverse effect on any of the operations, business, properties or assets of any of the foregoing; or (iv) to their knowledge, any applicable statute or any order, rule or regulation of any court or of any federal, state or other governmental or regulatory agency or body having jurisdiction over the Trust, a Fund or the Managing Owner or any of their properties; nor will any such actions result in the imposition of any lien, charge or encumbrance upon any of the property or assets of the Trust, a Fund or the Managing Owner.

          (i) The offer and sale of Units have been duly authorized by all necessary action on the part of the Managing Owner and the Trust. The Units to be offered for sale pursuant to the Offering have been validly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable, and will constitute valid units of beneficial interest in the Trust which, when the Registration Statement becomes effective under the 1933 Act, will conform in all material respects to the description thereof contained in the Prospectus. The liability of each Limited Owner will be limited as set forth in the Prospectus and the Trust Agreement, and no Limited Owner will be subject to personal liability for the debts, obligations or liabilities of the Trust or the applicable Fund by reason of his being a Limited Owner other than as described in the Prospectus and the Trust Agreement.

          (j) No consent, approval, authorization, order, registration or qualification of or with any court or any federal, state or other governmental or regulatory agency or body is required for the issuance and sale of Units or the consummation of the transactions contemplated by this Agreement, except for the registration of Units under the 1933 Act, submission of the Prospectus to the SEC, NASD, NFA, the continued registration of the Managing Owner under the CE Act as a commodity pool operator and commodity trading advisor and membership by the Managing Owner in the NFA in such capacities, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required by securities or state “blue sky” laws in connection with the offer and sale of Units.

          (k) There is no litigation, arbitration, claim, governmental or other proceeding or investigation pending, or, to the knowledge of the Managing Owner, threatened, with respect to the Managing Owner, the Trust or any Fund, or any of their operations, businesses, properties or assets, except as described in the Registration Statement or Prospectus or such as would not, if successful, have a material adverse effect upon the operations, businesses, properties or assets of the Managing Owner, the Trust or any Fund, as the case may be. None of the Managing Owner, the Trust or any Fund is in violation in any material respect of any law, rule, regulation, order, judgment or decree, except as described in the Registration Statement or Prospectus or as would not have a material adverse effect upon the operations, business, properties or assets of the Managing Owner, the Trust or any Fund.

          (l) The Managing Owner is not, nor, to the knowledge of the Managing Owner, is any other party, in violation or breach of, or in default with respect to, any material provision of any written contract, agreement, instrument, lease, license or legally binding

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understanding (“Contract”) which is material to the Managing Owner and which relates to the Trust or the Offering; and each such Contract is in full force and is the legal, valid, and binding obligation of the Managing Owner and/or the Trust and is enforceable as to the Managing Owner and/or the Trust in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. The Managing Owner has no knowledge that any party to any such Contract has any current intention of canceling, not renewing or not performing with respect thereto. The Managing Owner enjoys peaceful and undisturbed possession under all leased property from which operations related to the Trust or the Offering are conducted. The Managing Owner is not in violation or breach of, or in default with respect to, any term of its certificate of formation or operating agreement.

          (m) When the Registration Statement becomes effective under the 1933 Act, each Contract required to be (i) described in the Registration Statement or the Prospectus will be properly described therein and (ii) filed as an exhibit to the Registration Statement will be filed with the SEC as an exhibit to the Registration Statement.

          (n) The financial statements of the Managing Owner and the Trust contained in the Registration Statement and the Prospectus have been examined by an independent registered public accounting firm, as required by the CE Act and the 1933 Act and the rules and regulations of the CFTC and the SEC, respectively, and when the Registration Statement becomes effective under the 1933 Act, fairly present in all material respects the financial condition and the results of operations thereof as of the dates and for the periods therein specified; and such financial statements have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved; and no other financial statements are required by Form S-1 to be included in the Registration Statement or the Prospectus.

          (o) Neither the Managing Owner, nor, to the knowledge of the Managing Owner, any manager, member, director, officer, agent, employee, or other person associated with or acting on behalf of the Managing Owner has, directly or indirectly, (i) used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of the Managing Owner; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.

          (p) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as described in the Registration Statement or Prospectus, the Trust has not (i) issued any securities or incurred any liability or obligation, primary or contingent, for borrowed money; (ii) entered into any material transaction not in the ordinary course of business or (iii) declared or paid any dividend on its capital stock.

          (q) Except as may be set forth in the Registration Statement, Prospectus, this Agreement or any Additional Selling Agent Agreement, neither the Trust nor any Fund has incurred any liability for a fee, commission or other compensation on account of the employment of a broker or finder in connection with the transactions contemplated by this Agreement.

          (r) Except as contemplated by the Offering, this Agreement or any Additional Selling Agent Agreement or as may have been waived, no Person has any right of first refusal,

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preemptive right, right to any compensation, or other similar right or option, in connection with the Offering or this Agreement, or any of the transactions contemplated hereby or thereby.

          (s) Except as may be set forth in the Registration Statement or Prospectus or as may have been waived, no Person has the right to require registration of Units or other securities of the Company upon the filing or effectiveness of the Registration Statement.

     2. Representations and Warrants of the Placement Agent. The Placement Agent represents and warrants to the Trust, each Fund and the Managing Owner that:

          (a) It has all necessary corporate power and authority to enter into this Agreement, to consummate the transactions contemplated by this Agreement, and to perform its obligations hereunder.

          (b) It is a corporation duly organized and validly existing under the laws of the State of Illinois; it is duly authorized to execute this Agreement and to perform its obligations hereunder; and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the performance of its obligations hereunder, will not violate, conflict with, or constitute a default under, (i) the organizational documents of the Placement Agent; (ii) any Contract to which the Placement Agent is a party or by which its assets are bound or (iii) any judgment, decree, order or, to the knowledge of the Placement Agent, any statue, rule or regulation, applicable to the Placement Agent.

          (c) This Agreement has been duly and validly authorized, executed and delivered by the Placement Agent and is a valid and binding agreement of the Placement Agent enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.

          (d) The information contained in the Registration Statement and Prospectus relating to the Placement Agent is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.

          (e) It is a member of the NASD, and is in compliance with all material rules and regulations applicable to the Placement Agent generally and, to its knowledge, applicable to the Placement Agent’s participation in the Offering, and it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the securities laws of the states in which Units will be offered or sold by it. It is not subject to any order or regulation which in any way relates to any violation of law or which could otherwise preclude it fulfilling its duties contemplated hereby and it has not committed any act nor is it, its Affiliates or other persons associated with it the subject of administrative, civil, or criminal actions (so-called “bad boy” provisions) of any state “blue sky” law.

          (f) It will deliver or cause to be delivered to each prospective subscriber, prior to any submission by such person of a written offer relating to the purchase of Units, a copy of the Prospectus, as it may have been most recently amended or supplemented by the Managing Owner or the Trust.

          (g) In compliance with the NASD Conduct Rules, it will not sell Units to discretionary accounts without prior specific written approval of the customer in whose name such account is being maintained.

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          (h) It will not take any action which would cause the Offering to violate the provisions of the 1933 Act, the Exchange Act, the CE Act, the respective rules and regulations promulgated thereunder, or applicable “blue sky” laws of any state or jurisdiction.

     3. Offering and Sale of Units.

          (a) Subject to the terms and conditions, and on the basis of the representations, warranties and covenants set forth in this Agreement, the Managing Owner, the Trust and each Fund hereby appoint the Placement Agent as the initial exclusive selling agent with respect to the Offering, and the Placement Agent agrees to use its best efforts to procure Subscribers for Units in one or more Initial Funds during the Initial Offering Period and the Continuous Offering Period on the terms and conditions set forth in the Prospectus and in the Trust Agreement. For the avoidance of doubt, except for Units as described in the Prospectus, no other securities (including, but not limited to, beneficial interests in other commodity pools) that may be offered by the Trust, any Fund or the Managing Owner, from time to time, shall be subject to this Agreement, and the Placement Agent shall have no right to commissions, on-going trailing fees or any other compensation with respect to such other securities.

          (b) The Placement Agent’s agreement to use its best efforts to find acceptable Subscribers shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers, including Affiliates, which may be offered or sold during the term of this Agreement.

          (c) The Placement Agent shall keep, and make available to the Managing Owner upon request, a complete ledger in hard copy and computerized form of all Subscribers, which shall include (i) the exact name, address and social security or employer identification number of each Subscriber, (ii) the amount invested by each Subscriber, (iii) the number and type of Units subscribed for by each Subscriber, and (iv) if there is more than one party to the subscription, the holding method (e.g., joint tenant, tenants in common, etc.) of the joint Subscribers.

          (d) The Placement Agent may propose Additional Selling Agents to the Managing Owner. Each such Additional Selling Agent shall be a member of the NASD, shall be registered as a broker-dealer under the Exchange Act, and shall comply with such additional registration requirements as may be required by the states in which it will market Units. Each Additional Selling Agents shall distribute Units pursuant to the terms of the applicable Additional Selling Agent Agreement.

          (e) In recommending to any Person the purchase or sale of Units, the Placement Agent will (x) use its best efforts to ensure that an investment in the applicable Fund is a suitable and appropriate investment for such Person, on the basis of information obtained from such Person concerning his investment objectives, such Person’s other investments, such Person’s financial situation and needs, any other information known by the Placement Agent through the review of its offeree questionnaire completed by such Person and relevant “blue sky” laws; and (y) maintain in its files for at least six (6) years documents disclosing the basis upon which the determination of suitability was reached as to each such Person. The Placement Agent shall review each Subscription Agreement to ensure it is completed and executed properly (checking, among other things, the name, address and social security number of the Subscriber). The Placement Agent shall also make sure that each Subscriber’s check is properly made payable to the escrow account for the correct amount as provided in the Subscription Agreement, or that

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the applicable wire transfer has been received by the escrow account for the correct amount as provided in the Subscription Agreement.

          (f) During the period when the Prospectus is required to be delivered under the 1933 Act, the Placement Agent shall promptly notify the Managing Owner upon discovery of any material untrue or misleading statement regarding it or its operations, or of the occurrence of any event or change in circumstances which would result in there being any material untrue or misleading statement or a material omission in the Prospectus or Registration Statement regarding it or its operations, or result in the Prospectus not including all information relating to the Placement Agent required under applicable rules, regulations or laws.

          (g) Each party understands and agrees that no subscription will be deemed final and binding on any new Subscriber until at least five (5) Business Days after the date the Subscriber receives the Prospectus. In connection therewith, the Placement Agent agrees to indicate in each Subscription Agreement submitted to the Managing Owner by the Placement Agent the date on which the Prospectus was delivered to that Subscriber. The Placement Agent agrees to ensure that at least five (5) Business Days after the date the Subscriber receives the Prospectus have passed before the Placement Agent accepts any Subscription Agreement from such Subscriber.

          (h) During the Initial Offering Period and the Continuous Offering Period for each Fund, all home offices or branch offices of the Placement Agent shall forward Subscription Agreements to the Managing Owner no later than noon of the first Business Day following receipt of an duly completed, executed and acceptable Subscription Agreement from a Subscriber.

          (i) The Placement Agent shall instruct all subscribers and prospective subscribers to make checks for subscriptions payable to the order of the Escrow Agent or to send wire transfers for subscriptions directly to the Escrow Agent, in each case to the account(s) specified in the Escrow Agreement. Any checks or wire transfers payable to any other party shall be returned. The Placement Agent shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective subscribers of Units, transmit the same together with a copy of the executed Subscription Agreement, stating among other things, the name of the purchaser, current address, and the amount and form (i.e., whether consideration received was in the form of a check, draft or money order) the of the investment, to the Escrow Agent by noon of the next Business Day after the Managing Owner receives the executed Subscription Agreement, which such Subscription Agreement the Placement Agent shall forward to the Managing Owner no later than noon of the next Business Day following receipt of the check by the Placement Agent. Any check returned unpaid to the Escrow Agent shall be returned to the Placement Agent. The Managing Owner shall accept or reject subscriptions to the Funds in accordance with the terms of Section 3.04 of the Trust Agreement. The Managing Owner shall have sole responsibility for determining whether Persons are qualified to become Limited Owners and for accepting subscriptions and determining their validity.

     4. Fees and Expenses.

          (a) Subject to the last sentence of Section 4(d), for each sale of Units by a Selling Agent to a Subscriber that is accepted by the Managing Owner, the applicable Fund will pay a subscription fee (the “Subscription Fee”) equal to 0.5% to 3.0% of the gross offering proceeds from such sale which Subscription Fee shall be negotiated within this range by the

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Selling Agent and the Subscriber at the time of the sale of Units by the Selling Agent to the Subscriber. The Selling Agent shall notify the Managing Owner in writing regarding the Subscription Fee to be charged to a prospective Subscriber when the Selling Agent submits the Subscription Agreement for such prospective Subscriber to the Managing Owner. For the avoidance of doubt, no Subscription Fee shall be payable in respect of rejected subscriptions. If no Subscription Fee is indicated on a Subscription Agreement with a Subscriber, the Subscription Fee will be 3.0% of the gross offering proceeds from such sale.

          (b) The Subscription Fee shall be payable within 30 days after the later of (i) the date the Managing Owner accepts a subscription and receives the required written notice regarding the Subscription Fee from the Selling Agent and (ii) the Initial Closing of the Fund for which Units are being subscribed.

          (c) For each sale of Units by a Selling Agent to a Subscriber that is accepted by the Managing Owner, the applicable Fund will also pay to such Selling Agent the Trailing Fee, as and when specified in the Trust Agreement; provided, that no further Trailing Fees shall be payable from and after such time as the Trailing Fees theretofore paid in respect of such Units, when added together with the Subscription Fees paid in respect of such Units, are equal to or exceed 10% of the purchase price of such Units. Subject to the last sentence of Section 4(d), a Selling Agent may not waive the Trailing Fee applicable to a subscription for Units.

          (d) Trailing Fees will be paid to Selling Agents for on-going services to Limited Owners on a continuous basis which may include, without limitation, advising Limited Owners of the net asset values of the Trust, of relevant Funds, and of Units in such Funds; responding to Limited Owners’ inquiries about monthly statements and annual reports and tax information provided to them; advising Limited Owners whether to make additional capital contributions to the Trust or to redeem their Units; assisting with redemptions of Units; providing information to Limited Owners with respect to futures and forward market conditions; and providing further services which may be requested by Limited Owners. Accordingly, a Selling Agent otherwise entitled to Trailing Fees will not be entitled to receipt thereof for any month during which (i) the Selling Agent does not provide such ongoing services, or (ii) the Selling Agent or the registered representative who is otherwise receiving such Trailing Fees is not properly registered with the CFTC or any other required federal, state or local entity. No Subscription Fees or Trailing Fees shall be paid on Units sold to the Managing Owner or any of its members, principals or Affiliates.

          (e) In the event that the offering of Units of any Fund is terminated prior to the Initial Closing for such Fund, no Selling Agent shall be entitled to any compensation in connection with the offering of Units of such Fund, whether or not such Selling Agent shall theretofore have procured Subscribers for such Fund.

          (f) The Managing Owner and each Selling Agent are each aware of the limitations imposed by the NASD Rules of Fair Practice on the aggregate compensation which may be received by a Selling Agent in connection with the offering and sale of Units. Accordingly, no Selling Agent will in any event accept Trailing Fees from and after such time as the Trailing Fees theretofore paid in respect of such Units, when added together with the Subscription Fees paid in respect of such Units, are equal to or exceed 10% of the purchase price of such Units.

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     5. Covenants of the Managing Owner, the Trust and each Fund. Each of the Managing Owner, the Trust and each Fund covenant to and agree with the Placement Agent to:

          (a) Use their respective reasonable best efforts to cause the Registration Statement to become effective as promptly as possible. If filing of the Prospectus is required under Rule 424(b) of the Regulations, the Managing Owner will file the Prospectus, properly completed, pursuant to Rule 424(b) of the Regulations within the time period prescribed and will provide evidence satisfactory to the Placement Agent of such timely filing.

          (b) Notify the Placement Agent immediately (i) when the Registration Statement and any amendment to the Registration Statement becomes effective or any supplement to the Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or further supplement to the Prospectus, (iv) of any material criminal, civil or administrative or investigative proceedings against or involving the Managing Owner, the Trust or any Fund, (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body of any order suspending (A) the effectiveness of the Registration Statement under the 1933 Act, (B) the registration or NFA membership of the Managing Owner as a “commodity pool operator” or “commodity trading adviser”; or (C) the registration of Units under the “blue sky” or securities laws of any state or other jurisdiction, (vi) any order or decree enjoining the offering or the use of the then-current Prospectus or any promotional material, or (vii) of any threatened action of the type referred to in clauses (iii) through (vi) of which the Managing Owner becomes aware. In the event any order of the type referred to in clause (v) or (vi) is issued, the Managing Owner agrees to use its reasonable best efforts to attempt to obtain a lifting or rescinding of such order at the earliest feasible date.

          (c) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, comply with all requirements imposed upon them by the 1933 Act, the SEC regulations, the CE Act and the CFTC regulations, as from time to time in force, so far as necessary to permit the continuance of sales of Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.

          (d) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner, to amend or supplement the Prospectus (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a Subscriber, or (ii) to conform with applicable CFTC or SEC regulations, notify the Placement Agent and promptly prepare and file with the SEC an appropriate amendment or supplement which will correct such statement or omission or which will effect such compliance and will use its reasonable best efforts to have any such amendment declared effective as soon as reasonably possible.

          (e) Deliver or cause to be delivered without charge to the Placement Agent such number of copies of the Prospectus as may reasonably be requested by the Placement Agent; and as soon as the Registration Statement or any amendment thereto becomes effective, or a supplement thereto is filed, to deliver or cause to be delivered without charge to the Placement Agent two (2) copies of the Registration Statement or such amendment thereto, including exhibits, as the case may be, and two (2) copies of any supplement thereto; and to deliver or cause to be delivered without charge to the Placement Agent such number of copies of

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the Prospectus, the Registration Statement, and amendments and supplements thereto, if any, without exhibits, as the Placement Agent may reasonably request for the purposes contemplated by the 1933 Act.

          (f) Endeavor in good faith and in cooperation with the Placement Agent, at or prior to the time the Registration Statement becomes effective, to qualify Units for offering and sale under the “blue sky” or securities laws of such jurisdictions as the Placement Agent may designate and the Managing Owner shall agree. In each jurisdiction where such qualification shall be effected, the Managing Owner will, unless the Placement Agent agrees in writing that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction and will keep all filings current.

          (g) Use its best efforts to keep the Prospectus and the Registration Statement current and effective by filing post-effective amendments, as necessary, during the Offering.

          (h) Invest the net proceeds received by it from the Offering in the manner set forth in the Prospectus.

          (i) Comply with all registration, filing, and reporting requirements of the Exchange Act which may from time to time be applicable to the Trust.

          (j) Comply with all undertakings contained in the Registration Statement.

          (k) When and if required, file on a timely basis with the SEC an appropriate form to register the Units pursuant to Section 12(g) under the Exchange Act.

     6. Covenants of the Placement Agent. The Placement Agent covenants to and agrees with the Managing Owner, the Trust and each Fund to:

          (a) Make a best efforts public offering of the Units as soon as the Placement Agent deems it reasonably advisable on or after the Effective Date (as defined in Section 11(a)), upon and subject to the terms and conditions contained in this Agreement and in compliance with all applicable securities laws, and to perform all of its responsibilities hereunder.

          (b) Preserve the confidentiality of any proprietary or non-public information or data provided to the Placement Agent by the Managing Owner.

          (c) Fully disclose to prospective subscribers the capacity in which the Placement Agent is contacting them and the Placement Agent’s relationship with the Managing Owner.

          (d) Not make an offer to sell or solicit an offer to buy or sell Units in a state or other jurisdiction until the Managing Owner has notified the Placement Agent that the Units have been so registered or qualified, or are exempt from registration or qualification, with the securities authorities in such state or other jurisdiction.

          (e) Maintain in full force and effect, and cause its personnel involved in the activities contemplated hereunder to maintain in full force and effect, all governmental, regulatory and self-regulatory registrations, approvals, memberships and licenses required to perform its obligations under this Agreement and to receive compensation therefor (including but

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not limited to registration as a broker-dealer with the SEC, membership in the NASD, registration with the relevant regulatory authority in each state in which the Selling Agent will solicit prospective subscribers, registration with the CFTC as an futures commission merchant or introducing broker and membership in the NFA) during the term of this Agreement and for such time as the Placement Agent and such personnel shall receive compensation hereunder.

          (f) Comply with the applicable requirements of the 1933 Act (including the delivery of a Prospectus to each prospective subscriber as required by the 1933 Act), the Exchange Act, the CE Act, the rules and regulations promulgated thereunder, and the rules and regulations of the NASD, CFTC, and NFA, including, without limitation (i) determining suitability of a purchase of Units for each prospective subscriber through the use of an offeree questionnaire, (ii) obtaining a written agreement from each prospective subscriber to purchase Units setting forth the identity and quantity of the Units to be purchased and (iii) delivering a Prospectus to a prospective subscriber at least five (5) Business Days prior to any purchase of Units.

          (g) Not, and not permit any Person acting on its behalf to, (i) provide any information or make any representations relating to the Managing Owner, any Fund, the Trust or the Offering other than as contained in the Prospectus, or (ii) state that it is authorized to act as agent for the Managing Owner, any Fund or the Trust for any purpose other than as expressly set forth in this Agreement.

          (h) Not take any of the following actions against the Trust or any Fund: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or any Fund in an involuntary case or proceeding under the United States Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law, or (B) adjudging the Trust or any Fund bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or any Fund under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or any Fund or of any substantial part of any of their respective properties, or ordering the winding up or liquidation of any of its affairs; (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively, a “Bankruptcy or Insolvency Action”).

          (i) For any obligations due and owing to it by any Fund, look solely and exclusively to the assets of such Fund or the Managing Owner (solely to the extent of the General Units owned by the Managing Owner in such Fund), if the Managing Owner has liability in its capacity as Managing Owner, to satisfy the Placement Agent’s claims, and not seek to attach or otherwise assert a claim against the other assets of the Trust or any other Fund, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.

     7. Compliance with NASD Rules and General Laws.

          (a) It is understood that the Placement Agent has no commitment with regard to the sale of Units other than to use its best efforts and to comply with the provisions of this Agreement and the Trust Agreement. In connection with the offer, sale and distribution of Units, the Selling Agent represents and warrants that it will comply fully with all applicable laws and

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regulations, and the rules, policy statements and interpretations of the SEC, the NASD, the CFTC, the NFA, state securities administrators and any other regulatory or self-regulatory body. In particular, and not by way of limitation, the Placement Agent represents and warrants that it is familiar with Rule 2810 of the NASD Conduct Rules and that it will comply fully with all the terms thereof in connection with the Offering and sale of Units. The Placement Agent will not execute any sales of Units from a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is being maintained.

          (b) The Placement Agent agrees not to recommend the purchase of Units to any Person unless the Placement Agent shall have reasonable grounds to believe, on the basis of information obtained from the Person concerning, among other things, the Person’s investment objectives, other investments, financial situation and needs, that: (1) (to the extent relevant for the purposes of Rule 2810 and giving due consideration to the fact that the Trust and each Fund is in no respects a “tax shelter”) the Person is or will be in a financial position appropriate to enable the Person to realize to a significant extent the benefits of the applicable Fund, including the tax benefits (if any) described in the Prospectus; (2) the Person has a fair market net worth sufficient to sustain the risks inherent in participating in the applicable Fund; (3) the Person satisfies the requirements to become a Subscriber on the basis set forth in the Prospectus, the Subscription Agreement and the state suitability requirements contained therein; (4) acceptance of the Person’s subscription will not otherwise breach any laws, rules and regulations designed to avoid money laundering applicable to either the Selling Agent, the Managing Owner, the Trust and each Fund; and (5) the Units are otherwise a suitable investment for the Person. The Placement Agent agrees to maintain such records as are required by the applicable rules of the NASD, SEC, CFTC and the NFA for purposes of determining investor suitability for the time periods otherwise required by the SEC, NASD, CFTC and NFA. In connection with making the foregoing representations and warranties, the Placement Agent further represents and warrants that it has, among other things, examined the Prospectus including, without limitation the sections listed below and obtained such additional information from the Managing Owner regarding the information set forth thereunder as the Placement Agent has deemed necessary or appropriate to determine whether the Prospectus adequately and accurately discloses all material facts relating to an investment in the applicable Funds and provides an adequate basis to Persons for evaluating an investment in the Units: “RISK FACTORS”; “BREAK-EVEN ANALYSIS”; “DESCRIPTION OF THE TRUST, TRUSTEE, MANAGING OWNER AND AFFILIATES”; “OTHER PRIVATE ACCOUNTS AND POOLS”; “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”; “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST”; “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”; “FEES AND EXPENSES”; “THE OFFERING”; “WHO MAY SUBSCRIBE”; “SUMMARY OF MATERIAL AGREEMENTS”; and “MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS.”

In connection with making the representations and warranties set forth in this section, the Placement Agent has not relied on inquiries made by or on behalf of any other parties.

          (c) The Placement Agent agrees to inform all prospective subscribers of Units of all pertinent facts relating to the liquidity and marketability of Units as set forth in the Prospectus.

          (d) The Placement Agent represents and warrants that it is familiar with Rule 2710 of the NASD Conduct Rules and covenants and agrees with the Trust, each Fund and the

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Managing Owner that it will comply fully with all the terms thereof in connection with the Offering and sale of the Units.

          (e) The Placement Agent represents, warrants and covenants that it: (1) maintains anti-money laundering policies and procedures that comply with the Bank Secrecy Act of 1970, as amended, and applicable federal anti-money laundering regulations, including policies and procedures to verify the identity of prospective subscribers (“AML Laws, Regulations and Policies”); (2) complies with AML Laws, Regulations and Policies; (3) will promptly deliver to the Managing Owner, to the extent permitted by applicable law, notice of any AML Laws, Regulations and Policies violation, suspicious activity, suspicious activity investigation or filed suspicious activity report that relates to any prospective subscriber for Units; and (4) will cooperate with the Managing Owner and deliver information reasonably requested by the Managing Owner concerning Subscribers that purchased Units sold by the Placement Agent necessary for the Managing Owner or the Trust to comply with AML Laws, Regulations and Policies.

          (f) The Placement Agent agrees that the Managing Owner has not assumed, nor will it assume, any responsibility or obligation concerning the Placement Agent’s right to act as broker-dealer with respect to the Units in any jurisdiction.

     8. Conditions of Placement Agent’s Obligations.

          (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:

          (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and

          (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom.

          (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:

          (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and

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that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and

          (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.

     9. Indemnification and Contribution.

          (a) The Placement Agent shall not be liable to any Fund, the Trust, the Trustee or the Managing Owner for any loss, liability, claim, damage, expense, fine, penalty, cost or expense (including, without limitation, attorneys’ and accountants’ fees and disbursements), judgment and/or amount paid in settlement (collectively, “Losses”) caused by any act or omission of the Placement Agent in connection with the performance of services under this Agreement, except as a result of (1) acts or omissions to act on the part of the Placement Agent or the officers, directors, shareholders, principals, members, employees, agents or Affiliates (collectively, the “Principals and Affiliates”) of the Placement Agent which constitute negligence or misconduct, or (2) any breach of any of the representations, warranties, covenants or agreements of the Placement Agent in this Agreement. The Placement Agent hereby agrees to indemnify and hold harmless each Fund, the Trust, the Trustee, the Managing Owner and the Principals and Affiliates of each of the foregoing from and against all Losses incurred by any of them arising out of or based upon any matter for which the Placement Agent is liable under this Section 9(a).

          (b) The Managing Owner and each Fund, solely out of the Contracting Fund Assets (as defined below in Section 14), hereby agrees indemnify and hold harmless the Placement Agent and its Principals and Affiliates from and against any and all Losses to which such Persons may become subject arising out of or in connection with (i) this Agreement, (ii) the transactions contemplated hereby or (iii) the fact that the Placement Agent is or was a selling agent of the Trust and the Funds, in each case arising out of or based upon (1) any untrue statement of material fact contained in this Agreement, the Registration Statement, the Prospectus or any application or written communication executed by the Managing Owner or the Trust filed in any jurisdiction in order to qualify Units under the securities laws thereof (collectively, the “Documents”), (2) any omission from the Documents of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (3) any breach of any representation, warranty, covenant or agreement made by the Managing Owner, the Trust or any Fund in this Agreement, except to the extent that any such Losses arise out of, relate to, or are based upon any matter (x) for which the Placement Agent would be liable under Section 9(a) or (y) relating to an Additional Selling Agent or an Additional Selling Agent Agreement. For the sake of clarity, if a claim for indemnification relates to a specific Fund, such Fund, and no other Fund, shall be responsible for indemnifying the Placement Agent and its Principals and Affiliates in accordance with this Section 9(b).

          (c) Indemnification Procedure. The Person(s) making a claim for indemnification under this Section 9 is/are referred to herein as the “Indemnified Party” and the Person(s) against whom such claims are asserted under this Section 9 is/are referred to herein as the “Indemnifying Party.” All claims by an Indemnified Party shall be asserted and resolved as follows

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          (i) In the event that (A) any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party (a “Third Party Action”) or (B) any Indemnified Party hereunder should have a claim against any Indemnifying Party hereunder which does not involve a claim being asserted against or sought to be collected from it by a third party (a “Direct Action”), the Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim, specifying, to the extent then known to the Indemnified Party, the basis on which the claim for indemnification is made, the facts giving rise to or the alleged basis of the claim, and the amount (which may be estimated) of claim liability (a “Claim Notice”), together with a copy of the document (if any) by or in which the Third Party Action is commenced or asserted; provided, that any failure to give such notice shall not constitute a waiver of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced as result of such delay or lack of detail.

          (ii) Within thirty (30) days after receipt of a Claim Notice, the Indemnifying Party may (A) by giving written notice thereof to the Indemnified Party, elect to assume the defense of such Third Party Action at its sole cost and expense or (B) object to the claim for indemnification set forth in the Claim Notice. The Indemnifying Party shall have the right to assume control of the defense of or settle or otherwise dispose of such Third Party Action on such terms as the Indemnifying Party deems appropriate; provided, however, that (x) the Indemnified Party shall be entitled, at its own expense (which such expense shall not be deemed to be a Loss), and without unreasonable interference with the actions of the Indemnifying Party, to participate in the defense of Third Party Actions, (y) the Indemnified Party shall not have the right to assume control of a Third Party Action if the Indemnified Party shall have been advised by counsel that, under applicable standards of professional responsibility, a conflict will arise in the event both the Indemnified Party and the Indemnified Party are represented by the same counsel with respect to the Third Party Action, in which case such Indemnified Party shall have the right to be represented by separate counsel with respect to the matters to which the conflict pertains, and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon demand of the Indemnified Party; and (z) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement, compromise, admission or any acknowledgment of the validity of a Third Party Action or any liability in respect thereof, which consent shall not be unreasonably withheld; provided, that the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include a complete release of all claims against each Indemnified Party in respect of such Third Party Action and any related facts, circumstances or occurrences; and provided, further, that no consent of the Indemnified Party shall be necessary if the settlement, compromise, admission or any acknowledgment involves solely the payment of monetary damages that are paid by the Indemnifying Party.

          (iii) Unless the Indemnifying Party objects in writing to a Direct Claim within thirty (30) days after receipt of the Claim Notice, such Direct Claim shall be conclusively deemed to be a liability of the Indemnifying Party and the Indemnified Party shall be entitled to obtain the appropriate number of escrowed shares, in accordance with the terms of the Pledge Agreement. If the Indemnifying Party objects in writing, such dispute shall be resolved in accordance with Section 19.

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          (d) In the event that a Person seeks indemnification in a Third Party Action covering both matters for which indemnification is and is not covered hereunder, such Person shall be indemnified only for the Losses covered hereunder.

          (e) None of the indemnifications contained in this Agreement shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by a Person claiming indemnification without the prior written consent of the Indemnifying Party.

          (f) Notwithstanding the provisions of this Section 9, the Placement Agent shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities Laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities Law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made.

          (g) In any claim for indemnification for federal or state securities Law violations, the person seeking indemnification shall place before the court the position of the SEC and the position of any other applicable state securities division which requires disclosure with respect to the issue of indemnification for securities law violations.

          (h) The indemnification provisions of this Agreement shall survive the termination of this Agreement. The indemnification agreements in this Section 9 shall be in addition to any liability which the Placement Agent may otherwise have. Nothing contained in this Section 9 or elsewhere in this Agreement shall be construed as an admission that the Placement Agent is an “underwriter” of the Units within the meaning of the 1933 Act.

     10. Representations and Agreements to Survive Delivery. All representations, warranties, covenants, and agreements contained in this Agreement or contained in certificates or documents delivered pursuant to this Agreement shall be deemed to be representations, warranties, covenants, and agreements at the Effective Date (defined below), and shall survive until the earlier of (i) the termination of the Continuous Offering Period, or (ii) the termination of this Agreement (with those Sections specified in Section 12 surviving indefinitely).

     11. Effectiveness of Agreement; Term and Termination.

          (a) This Agreement shall become effective at 9:30 a.m., New York time, on the first full Business Day following the date the Registration Statement becomes effective with the SEC (the “Effective Date”). Unless terminated earlier as set forth in the remainder of this Section 11, this Agreement shall terminate with respect to a Fund at the conclusion of the Continuous Offering Period for such Fund (with those Sections specified in Section 12 surviving indefinitely).

          (b) The Placement Agent may terminate this Agreement with respect to the Trust or any Fund(s) upon 30 days’ advance written notice to the applicable Fund(s), the Trust and the Managing Owner, in the event (i) there has been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, of the applicable Fund(s), the Trust or the Managing Owner which, in the reasonable judgment of the Placement Agent, renders it inadvisable to proceed with the Offering;

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(ii) the Registration Statement and/or the Prospectus has not been amended reasonably promptly after written request by the Placement Agent for it to be so amended because an event has occurred which, in the reasonable opinion of securities counsel for the Placement Agent, should be set forth in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (iii) there has been a general suspension of, or a general limitation on prices for, trading in commodity futures or option contracts on commodity exchanges in the United States or other commodities instruments, or there is any other national or international calamity or crisis in the financial markets of the United States to the extent that it is determined by the Placement Agent, in its reasonable discretion, that such limitations would materially impede the Trust’s or the applicable Fund’s trading activities or make the offering or delivery of Units impossible or impractical; or (iv) there has been a declaration of a banking moratorium by federal, New York or Delaware authorities.

          (c) The Managing Owner, the Trust and/or the Fund(s) (solely with respect to such Fund(s)) may terminate this Agreement for any or no reason upon 15 days’ advance written notice to the Placement Agent; provided, that in the event this Agreement is terminated only with respect to certain Funds, this Agreement shall remain in full force and effect with respect to the remaining Funds, the Trust and the Managing Owner.

     12. Survival. Notwithstanding that this Agreement shall not become effective, shall terminate or shall otherwise not be carried out, Sections 3(c), 4, 6(b), 6(c), 6(g), 6(h), 6(i) and 9 through 20 shall survive and remain in full force and effect.

     13. Limitation of Limited Owner Liability. This Agreement has been made and executed by and on behalf of the Funds, the Trust and the Managing Owner. The obligations of the Funds, the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified herein. No resort shall be had to the assets of other Funds or the Limited Owners’ assets or personal property, for the satisfaction of any obligation or claim hereunder.

     14. Subordination of Certain Claims and Rights. Each of the Managing Owner and the Placement Agent agrees and consents (the “Consent”) to look solely to the applicable Fund (the “Contracting Fund”) and its assets (the “Contracting Fund Assets”) for payment. The Contracting 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 the Contracting Fund, including, without limitation, funds delivered to the Trust for the purchase of Units in a Fund. In furtherance of the Consent, each of the Managing Owner and the Placement Agent agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Fund and the Contracting Fund Assets, shall be subject to the following limitations:

          (a) Except as set forth below, the Claims, if any, of the Managing Owner and the Placement Agent (the “Subordinated Claims”) incurred, contracted for or otherwise existing, arising from, related to or in connection with the Contracting Fund and the Contracting Fund Assets and the assets of the Trust shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and the Contracting Fund and any of their respective assets which may arise as a matter of Law or pursuant to any Contract; provided, however, that bona fide Claims of either the Managing Owner or the Placement Agent, if any, against the

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Contracting Fund shall be pari passu and equal in right of repayment and distribution with all other bona fide Claims against the Contracting Fund;

          (b) The Managing Owner and the Placement Agent will not take, demand or receive from any Fund or the Trust or any of their respective assets (other than the Contracting Fund or its assets) any payment for the Subordinated Claims, except in accordance with this Section 14;

          (c) Subject to this Section 14, the Claims of the Managing Owner and the Placement Agent with respect to the Contracting Fund shall only be asserted and enforceable against the Contracting Fund’s assets and the Managing Owner and its assets, and shall not be asserted or enforceable for any reason whatsoever against the assets of any other Fund or the Trust generally;

          (d) If the Claims of the Managing Owner or the Placement Agent against the Contracting Fund or the Trust are secured in whole or in part, each of the Managing Owner and the Placement Agent 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 other Fund, as the case may be;

          (e) In furtherance of the foregoing, if and to the extent that the Managing Owner and/or the Placement Agent receive monies in connection with the Subordinated Claims from a Fund or the Trust (or their respective assets) other than the Contracting Fund or the Managing Owner and their respective assets and except as permitted by this Section 14, the Managing Owner and/or the Placement Agent, as the case may be, shall be deemed to hold such monies in trust and shall promptly remit such monies to the Fund or the Trust that paid such amounts for distribution by such Fund or the Trust in accordance with the terms hereof; and

          (f) The provisions of this Section 14 shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

     15. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by Federal Express, Express Mail or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, (i) if to the Managing Owner, the Trust or the Funds, at 1000 Hart Road, Suite 210, Barrington, Illinois 60010, Attention: Chief Executive Officer; with a copy to: Crowell & Moring LLP, 153 East 53 Street, 31^st Floor, New York, New York 10022, Attention: Robert G. Frucht, Esq.; (ii) if to the Placement Agent, 17 W 727 Butterfield Rd., Oakbrook Terrace, IL 60181, Attention: The President; or (iii) in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 15. Any notice or other communication given shall be deemed given at the time of receipt by the intended recipient party thereof.

     16. Binding Agreement. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Funds, the Trust, the Managing Owner, the Placement Agent (and solely with respect to indemnification or contribution, those persons and entities referred to in Section 9 who are entitled to indemnification or contribution), and their respective successors, and assigns (which shall not include any prospective subscriber or Subscriber for Units), and no other Person

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shall have or be construed to have any legal or equitable right, remedy, or claim under or in respect of or by virtue of this Agreement or any provision herein contained.

     17. Invalidity. If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

     18. Governing Law. This Agreement shall be construed in accordance with the laws of Delaware, without giving effect to its conflict of law principles.

     19. Consent to Jurisdiction. All disputes arising out of this Agreement and any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, including the interpretation, breach or termination of any of the foregoing, shall be resolved exclusively through the state and Federal courts situated of Delaware. The parties hereby submit to the exclusive jurisdiction and venue for any such dispute in such courts, as well as to all appellate courts to which an appeal may be taken from such trial courts. Each of the parties expressly waives, to the fullest extent permitted by law, the right to move to dismiss or transfer any action brought in such courts on the basis of any objection to personal jurisdiction, venue or inconvenient forum in any of such courts.

     20. Fund Disclaimer. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the Trust is organized in series pursuant to Sections 3804(a) and 3806(b)(2) of the Trust Act. As such, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each series of the Trust shall be enforceable against the assets of such series of the Trust only, and not against the assets of the Trust generally or the assets of any other series of the Trust or against the Trustee. There may be several series of the Trust created pursuant to the Trust Agreement.

     21. Assignment. This Agreement may not be assigned, novated or otherwise transferred by operation of law or otherwise by any party without the prior written consent of all of the other parties, which consent shall not be unreasonably withheld. Any change of control of a party shall be deemed an assignment of this Agreement that requires the prior written consent of the other parties. For purposes of this Agreement, “change of control” means any merger, consolidation, sale of all or substantially all of the assets or sale of a substantial block of stock, of a party. Any such assignment, novation or transfer by one party not in accordance with this provision shall be a material breach of this Agreement and shall be grounds for immediate termination thereof by the non-breaching parties, in addition to any other remedies that may be available under this Agreement or at law or in equity to the non-breaching parties.

     22. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

     23. Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart.

     24. Captions. Section and paragraph captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or extend or describe the scope of this Agreement or the intent of any provision hereof.

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          If the foregoing correctly sets forth the understanding between the Placement Agent and the Managing Owner and the Trust, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Yours very truly,

BROOKSHIRE RAW MATERIALS (U.S.) TRUST				BROOKSHIRE RAW MATERIALS MANAGEMENT, LLC
By:	Brookshire Raw Materials Management, LLC			By:	/s/ John M. Marshall
	Managing Owner				Name:	John M. Marshall
					Title:	Chief Executive Officer and Manager
	By:	/s/ John M. Marshall
		Name:	John M. Marshall
		Title:	Chief Executive Officer and Manager

Accepted and agreed as of the date first written above: OAKBROOK INVESTMENT BROKERS, INC.
By:	/s/ Robert G. Stevens
	Name:	Robert G. Stevens
	Title:	President

EXHIBIT A

FORM OF ADDITIONAL SELLING AGENT AGREEMENT

[On the following pages]

1000 Hart Road, Suite 210, Barrington, Illinois 60010
Tel. No. 888-877-2719 Fax No. 416-536-5833

                                        , 2007

Oakbrook Investment Brokers, Inc.
17 W 727 Butterfield Rd.
Oakbrook Terrace, IL 60181

Attention: •

Re:   BROOKSHIRE^TM RAW MATERIALS (U.S.) TRUST

         SELLING AGENT AGREEMENT

Ladies and Gentlemen:

          Brookshire Raw Materials Management, LLC, a Delaware limited liability company (the “Managing Owner”), has caused the formation, on August 17, 2006, of a statutory trust pursuant to the Delaware Statutory Trust Act (the “Trust Act”), under the name Brookshire Raw Materials (U.S.) Trust (the “Trust”), for the purpose of engaging in the speculative trading of commodity futures and forward contracts. CSC Trust Company of Delaware, a Delaware company (the “Trustee”), is the trustee of the Trust and has delegated substantially all responsibility for the management of the Trust’s business and affairs to the Managing Owner. The Amended and Restated Declaration of Trust and Trust Agreement dated as of                 , 2007 (the “Trust Agreement”) sets forth the terms of the Trust. Capitalized terms not defined in this Agreement have the meanings assigned to such terms in the Registration Statement (as hereinafter defined) and/or the Trust Agreement.

     The Trust is currently divided into ten series (each, a “Fund”). Units of beneficial interest (“Units”) will be issued in each such Fund, as more fully described in the Registration Statement and the Prospectus (as hereinafter defined). Each Fund will be managed by the Managing Owner, be separately valued and represent a separate investment portfolio of the Trust.

     The Managing Owner is registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator and a commodity trading adviser under the Commodity Exchange Act, as amended (the “CE Act”), and is a member of the National Futures Association (the “NFA”) in such capacity.

     The Managing Owner proposes to offer Units to the public and to sell Units to subscribers acceptable to the Managing Owner (each, a “Subscriber” and collectively, the “Subscribers”), upon the terms and subject to the conditions set forth in this Placement Agreement (the “Agreement”), the Registration Statement and the Prospectus (the “Offering”). The Offering will begin as soon as the Placement Agent (as defined below) deems it reasonably

advisable on or after the Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”).

     Oakbrook Investment Brokers, Inc., an Illinois corporation, has been appointed as the initial placement agent for the Trust (together with any replacement placement agent, the “Placement Agent”) pursuant to a placement agent agreement dated as of                 , 2007 (the “Placement Agent Agreement”). The Placement Agent has nominated [                    ] to act as a non-exclusive selling agent for distribution of Units (a “Selling Agent”), and the Managing Owner hereby wishes to appoint [               ] to act as Selling Agent, pursuant to the terms of this selling agent agreement (this “Agreement”).

     Each Fund desires to raise capital as herein provided through the sale of Units, and the Selling Agent hereby agrees to use its best efforts to market Units pursuant to the terms set forth in this Agreement. Accordingly, the Managing Owner, the Trust and the Selling Agent hereby, intending to be legally bound, agree as follows:

     1. Representations and Warranties of the Managing Owner. The Managing Owner represents and warrants to the Selling Agent that:

          (a) A registration statement on Form S-1 for the Trust and the Funds, and as a part thereof a combined prospectus for all Funds with respect to all of the Units being offered (which registration statement together with all amendments thereto, at the time and in the form declared effective by the SEC is referred to herein as the “Registration Statement,” and which prospectus in final form, together with all amendments and supplements thereto, is referred to herein as the “Prospectus”), prepared in accordance with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the CE Act, and the rules, regulations and instructions promulgated under the 1933 Act and the CE Act, respectively, has been filed with the SEC, the National Association of Securities Dealers, Inc. (the “NASD”) and the NFA pursuant to the 1933 Act and the CE Act and the rules and regulations promulgated, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, in the form heretofore delivered to the Placement Agent.

          (b) When the Registration Statement becomes effective under the 1933 Act, the Registration Statement and the Prospectus will contain all material statements and information required to be included therein by the 1933 Act and the CE Act and the rules and regulations, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, and will conform in all material respects to the requirements of the 1933 Act and the CE Act and the rules and regulations, respectively, thereunder, as well as the rules and regulations of the NASD and the NFA, and will not contain any 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 (with respect to the Prospectus, in light of the circumstances in which they were made) not misleading; provided, however, that no representation and warranty is made with respect to information furnished in writing to the Trust or the Managing Owner by the Placement Agent, the Selling Agent or by any Additional Selling Agent (as defined in the Placement Agent Agreement).

          (c) To the knowledge of the Managing Owner, no order (a “Stop Order”) (i) preventing or suspending the effectiveness of the Registration Statement or use of the Prospectus or any amendment or supplement thereto, (ii) refusing to permit the effectiveness of the Registration Statement, or (iii) suspending the registration or qualification of any Units, has been

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issued by the SEC, the CFTC, the NASD, the NFA, the “blue sky” or securities authority of any state, or any other federal, state or other governmental agency or body, nor has any of such authorities instituted or, to the knowledge of the Managing Owner, threatened to institute, any proceedings with respect to a Stop Order.

          (d) The Trust was duly formed and is validly existing as a statutory trust in good standing under the Trust Act, with full power and authority, and all necessary authorizations, approvals and orders of and from all federal, state and other governmental or regulatory officials and bodies, to carry out its obligations under this Agreement, its certificate of trust (the “Trust Certificate”) and the Trust Agreement, and to own its properties and conduct its business as described in the Prospectus.

          (e) The Managing Owner and each of its principals and employees have, and will continue to have for so long as it is the Managing Owner, all federal and state governmental, regulatory, self-regulatory and commodity exchange approvals and licenses, and the Managing Owner (either by itself or through its principals and employees) has effected all filings and registrations with federal and state governmental, regulatory or self-regulatory agencies required to conduct its business and to act as described in the Registration Statement and Prospectus or required to perform its or their obligations as described under the Trust Agreement (including, without limitation, registration as a commodity pool operator under the Commodity Act and membership in the NFA as a “commodity pool operator” and as a “commodity trading adviser”), except in each case as would not be reasonably likely to have a Material Adverse Effect on the Managing Owner, the Trust or any Fund.

          (f) The Managing Owner is a limited liability company duly formed, validly existing, and in good standing under the laws of Delaware, with full power and authority, and all necessary consents, authorizations, approvals, orders, licenses, certificates, and permits of and from, and declarations and filings with, all federal, state, local, and other governmental authorities and all courts and other tribunals, to own, lease, license, and use its properties and assets and to carry on its business, in all material respects, in the manner described in the Prospectus. The Managing Owner is duly qualified to do business and is in good standing in each jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary or advisable, except where the failure to be so qualified would not have a material adverse effect on any of the operations, business, properties or assets of the Managing Owner.

          (g) Each of the Managing Owner and the Trust has all requisite power and authority to execute, deliver, and perform its respective obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Managing Owner and the Trust and constitutes a valid and binding agreement of each of the foregoing, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.

          (h) The Managing Owner, the Trust and each Fund has the power and authority to enter into the contractual obligations and agreements referred to in the Prospectus (it being understood and agreed that this representation does not cover the Placement Agent Agreement, this Agreement or any other Additional Selling Agent Agreements). None of (x) the offer and sale of the Units, (y) the execution and delivery of this Agreement or (z) compliance by the Managing Owner or the Trust with the provisions of this Agreement, will conflict with, or result in a breach of any of the terms or provisions of, or result in a default under, (i) any order of

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the SEC, the NASD, the CFTC or the NFA; (ii) the Trust Certificate, the Trust Agreement or the limited liability company agreement of the Managing Owner; (iii) any indenture, mortgage, deed of trust, loan agreement, other evidence of indebtedness or other agreement or instrument to which the Trust, a Fund or the Managing Owner is a party or by which their properties or assets are bound, except in the case of this clause (iii) of an agreement or instrument that would not have a material adverse effect on any of the operations, business, properties or assets of any of the foregoing; or (iv) to their knowledge, any applicable statute or any order, rule or regulation of any court or of any federal, state or other governmental or regulatory agency or body having jurisdiction over the Trust, a Fund or the Managing Owner or any of their properties; nor will any such actions result in the imposition of any lien, charge or encumbrance upon any of the property or assets of the Trust, a Fund or the Managing Owner.

          (i) The offer and sale of Units have been duly authorized by all necessary action on the part of the Managing Owner and the Trust. The Units to be offered for sale pursuant to the Offering have been validly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable, and will constitute valid units of beneficial interest in the Trust which, when the Registration Statement becomes effective under the 1933 Act, will conform in all material respects to the description thereof contained in the Prospectus. The liability of each Limited Owner will be limited as set forth in the Prospectus and the Trust Agreement, and no Limited Owner will be subject to personal liability for the debts, obligations or liabilities of the Trust or the applicable Fund by reason of his being a Limited Owner other than as described in the Prospectus and the Trust Agreement.

          (j) No consent, approval, authorization, order, registration or qualification of or with any court or any federal, state or other governmental or regulatory agency or body is required for the issuance and sale of Units or the consummation of the transactions contemplated by this Agreement, except for the registration of Units under the 1933 Act, submission of the Prospectus to the SEC, NASD, NFA, the continued registration of the Managing Owner under the CE Act as a commodity pool operator and commodity trading advisor and membership by the Managing Owner in the NFA in such capacities, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required by securities or state “blue sky” laws in connection with the offer and sale of Units.

          (k) There is no litigation, arbitration, claim, governmental or other proceeding or investigation pending, or, to the knowledge of the Managing Owner, threatened, with respect to the Managing Owner, the Trust or any Fund, or any of their operations, businesses, properties or assets, except as described in the Registration Statement or Prospectus or such as would not, if successful, have a material adverse effect upon the operations, businesses, properties or assets of the Managing Owner, the Trust or any Fund, as the case may be. None of the Managing Owner, the Trust or any Fund is in violation in any material respect of any law, rule, regulation, order, judgment or decree, except as described in the Registration Statement or Prospectus or as would not have a material adverse effect upon the operations, business, properties or assets of the Managing Owner, the Trust or any Fund.

          (l) The Managing Owner is not, nor, to the knowledge of the Managing Owner, is any other party, in violation or breach of, or in default with respect to, any material provision of any written contract, agreement, instrument, lease, license or legally binding understanding (“Contract”) which is material to the Managing Owner and which relates to the Trust or the Offering; and each such Contract is in full force and is the legal, valid, and binding

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obligation of the Managing Owner and/or the Trust and is enforceable as to the Managing Owner and/or the Trust in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. The Managing Owner has no knowledge that any party to any such Contract has any current intention of canceling, not renewing or not performing with respect thereto. The Managing Owner enjoys peaceful and undisturbed possession under all leased property from which operations related to the Trust or the Offering are conducted. The Managing Owner is not in violation or breach of, or in default with respect to, any term of its certificate of formation or operating agreement.

          (m) When the Registration Statement becomes effective under the 1933 Act, each Contract required to be (i) described in the Registration Statement or the Prospectus will be properly described therein and (ii) filed as an exhibit to the Registration Statement will be filed with the SEC as an exhibit to the Registration Statement.

          (n) The financial statements of the Managing Owner and the Trust contained in the Registration Statement and the Prospectus have been examined by an independent registered public accounting firm, as required by the CE Act and the 1933 Act and the rules and regulations of the CFTC and the SEC, respectively, and when the Registration Statement becomes effective under the 1933 Act, fairly present in all material respects the financial condition and the results of operations thereof as of the dates and for the periods therein specified; and such financial statements have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved; and no other financial statements are required by Form S-1 to be included in the Registration Statement or the Prospectus.

          (o) Neither the Managing Owner, nor, to the knowledge of the Managing Owner, any manager, member, director, officer, agent, employee, or other person associated with or acting on behalf of the Managing Owner has, directly or indirectly, (i) used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of the Managing Owner; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended or (iv) made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.

          (p) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as described in the Registration Statement or Prospectus, the Trust has not (i) issued any securities or incurred any liability or obligation, primary or contingent, for borrowed money; (ii) entered into any material transaction not in the ordinary course of business or (iii) declared or paid any dividend on its capital stock.

          (q) Except as may be set forth in the Registration Statement, Prospectus, this Agreement or any Additional Selling Agent Agreement, neither the Trust nor any Fund has incurred any liability for a fee, commission or other compensation on account of the employment of a broker or finder in connection with the transactions contemplated by this Agreement.

          (r) Except as contemplated by the Offering, the Placement Agent Agreement, this Agreement or any Additional Selling Agent Agreement or as may have been waived, no Person has any right of first refusal, preemptive right, right to any compensation, or other similar

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right or option, in connection with the Offering or this Agreement, or any of the transactions contemplated hereby or thereby.

          (s) Except as may be set forth in the Registration Statement or Prospectus or as may have been waived, no Person has the right to require registration of Units or other securities of the Company upon the filing or effectiveness of the Registration Statement.

     2. Representations and Warrants of the Selling Agent. The Selling Agent represents and warrants to the Trust, each Fund and the Managing Owner that:

          (a) It has all necessary corporate power and authority to enter into this Agreement, to consummate the transactions contemplated by this Agreement, and to perform its obligations hereunder.

          (b) It is a corporation duly organized and validly existing under the laws of the State of [                    ]; it is duly authorized to execute this Agreement and to perform its obligations hereunder; and the execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the performance of its obligations hereunder, will not violate, conflict with, or constitute a default under, (i) the organizational documents of the Selling Agent; (ii) any Contract to which the Selling Agent is a party or by which its assets are bound or (iii) any judgment, decree, order or, to the knowledge of the Selling Agent, any statue, rule or regulation, applicable to the Selling Agent.

          (c) This Agreement has been duly and validly authorized, executed and delivered by the Selling Agent and is a valid and binding agreement of the Selling Agent enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally.

          (d) The information contained in the Registration Statement and Prospectus relating to the Selling Agent, if any, is complete and correct and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.

          (e) It is a member of the NASD, and is in compliance with all material rules and regulations applicable to the Selling Agent generally and, to its knowledge, applicable to the Selling Agent’s participation in the Offering, and it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the securities laws of the states in which Units will be offered or sold by it. It is not subject to any order or regulation which in any way relates to any violation of law or which could otherwise preclude it fulfilling its duties contemplated hereby and it has not committed any act nor is it, its Affiliates or other persons associated with it the subject of administrative, civil, or criminal actions (so-called “bad boy” provisions) of any state “blue sky” law.

          (f) It will deliver or cause to be delivered to each prospective subscriber, prior to any submission by such person of a written offer relating to the purchase of Units, a copy of the Prospectus, as it may have been most recently amended or supplemented by the Managing Owner or the Trust.

          (g) In compliance with the NASD Conduct Rules, it will not sell Units to discretionary accounts without prior specific written approval of the customer in whose name such account is being maintained.

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          (h) It will not take any action which would cause the Offering to violate the provisions of the 1933 Act, the Exchange Act, the CE Act, the respective rules and regulations promulgated thereunder, or applicable “blue sky” laws of any state or jurisdiction.

     3. Offering and Sale of Units.

          (a) Subject to the terms and conditions, and on the basis of the representations, warranties and covenants set forth in this Agreement, the Managing Owner, the Trust and each Fund hereby appoint the Selling Agent as a non-exclusive selling agent with respect to the Offering, and the Selling Agent agrees to use its best efforts to procure Subscribers for Units in one or more Initial Funds during the Initial Offering Period and the Continuous Offering Period on the terms and conditions set forth in the Prospectus and in the Trust Agreement. For the avoidance of doubt, except for Units as described in the Prospectus, no other securities (including, but not limited to, beneficial interests in other commodity pools) that may be offered by the Trust, any Fund or the Managing Owner, from time to time, shall be subject to this Agreement, and the Selling Agent shall have no right to commissions, on-going trailing fees or any other compensation with respect to such other securities.

          (b) The Selling Agent’s agreement to use its best efforts to find acceptable Subscribers shall not prevent it from acting as a selling agent or underwriter for the securities of other issuers, including Affiliates, which may be offered or sold during the term of this Agreement.

          (c) The Selling Agent shall keep, and make available to the Managing Owner upon request, a complete ledger in hard copy and computerized form of all Subscribers, which shall include (i) the exact name, address and social security or employer identification number of each Subscriber, (ii) the amount invested by each Subscriber, (iii) the number and type of Units subscribed for by each Subscriber, and (iv) if there is more than one party to the subscription, the holding method (e.g., joint tenant, tenants in common, etc.) of the joint Subscribers.

          (d) In recommending to any Person the purchase or sale of Units, the Selling Agent will (x) use its best efforts to ensure that an investment in the applicable Fund is a suitable and appropriate investment for such Person, on the basis of information obtained from such Person concerning his investment objectives, such Person’s other investments, such Person’s financial situation and needs, any other information known by the Selling Agent through the review of its offeree questionnaire completed by such Person and relevant “blue sky” laws; and (y) maintain in its files for at least six (6) years documents disclosing the basis upon which the determination of suitability was reached as to each such Person. The Selling Agent shall review each Subscription Agreement to ensure it is completed and executed properly (checking, among other things, the name, address and social security number of the Subscriber). The Selling Agent shall also make sure that each Subscriber’s check is properly made payable to the escrow account for the correct amount as provided in the Subscription Agreement, or that the applicable wire transfer has been received by the escrow account for the correct amount as provided in the Subscription Agreement.

          (e) During the period when the Prospectus is required to be delivered under the 1933 Act, the Selling Agent shall promptly notify the Managing Owner upon discovery of any material untrue or misleading statement regarding it or its operations, or of the occurrence of any event or change in circumstances which would result in there being any material untrue or misleading statement or a material omission in the Prospectus or Registration Statement

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regarding it or its operations, or result in the Prospectus not including all information relating to the Selling Agent required under applicable rules, regulations or laws.

          (f) Each party understands and agrees that no subscription will be deemed final and binding on any new Subscriber until at least five (5) Business Days after the date the Subscriber receives the Prospectus. In connection therewith, the Selling Agent agrees to indicate in each Subscription Agreement submitted to the Managing Owner by the Selling Agent the date on which the Prospectus was delivered to that Subscriber. The Selling Agent agrees to ensure that at least five (5) Business Days after the date the Subscriber receives the Prospectus have passed before the Selling Agent accepts any Subscription Agreement from such Subscriber.

          (g) During the Initial Offering Period and the Continuous Offering Period for each Fund, all home offices or branch offices of the Selling Agent shall forward Subscription Agreements to the Managing Owner no later than noon of the first Business Day following receipt of an duly completed, executed and acceptable Subscription Agreement from a Subscriber.

          (h) The Selling Agent shall instruct all subscribers and prospective subscribers to make checks for subscriptions payable to the order of the Escrow Agent or to send wire transfers for subscriptions directly to the Escrow Agent, in each case to the account(s) specified in the Escrow Agreement. Any checks or wire transfers payable to any other party shall be returned. The Selling Agent shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective subscribers of Units, transmit the same together with a copy of the executed Subscription Agreement, stating among other things, the name of the purchaser, current address, and the amount and form (i.e., whether consideration received was in the form of a check, draft or money order) the of the investment, to the Escrow Agent by noon of the next Business Day after the Managing Owner receives the executed Subscription Agreement, which such Subscription Agreement the Selling Agent shall forward to the Managing Owner no later than noon of the next Business Day following receipt of the check by the Selling Agent. Any check returned unpaid to the Escrow Agent shall be returned to the Selling Agent. The Managing Owner shall accept or reject subscriptions to the Funds in accordance with the terms of Section 3.04 of the Trust Agreement. The Managing Owner have sole responsibility for determining whether Persons are qualified to become Limited Owners and for accepting subscriptions and determining their validity.

     4. Fees and Expenses.

          (a) Subject to the last sentence of Section 4(d), for each sale of Units by the Selling Agent to a Subscriber that is accepted by the Managing Owner, the applicable Fund will pay a subscription fee (the “Subscription Fee”) equal to 0.5% to 3.0% of the gross offering proceeds from such sale which Subscription Fee shall be negotiated within this range by the Selling Agent and the Subscriber at the time of the sale of Units by the Selling Agent to the Subscriber. If the Subscription Fee is to be split between the Placement Agent and the Selling Agent, such split is indicated on Annex A. The Selling Agent shall notify the Managing Owner in writing regarding the Subscription Fee to be charged to a prospective Subscriber when the Selling Agent submits the Subscription Agreement for such prospective Subscriber to the Managing Owner. For the avoidance of doubt, no Subscription Fee shall be payable in respect of rejected subscriptions. If no Subscription Fee is indicated on a Subscription Agreement with a Subscriber, the Subscription Fee will be 3.0% of the gross offering proceeds from such sale.

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          (b) The Subscription Fee shall be payable within 30 days after the later of (i) the date the Managing Owner accepts a subscription and receives the required written notice regarding the Subscription Fee from the Selling Agent and (ii) the Initial Closing of the Fund for which Units are being subscribed.

          (c) For each sale of Units by a Selling Agent to a Subscriber that is accepted by the Managing Owner, the applicable Fund will also pay to such Selling Agent the Trailing Fee, as and when specified in the Trust Agreement; provided, that no further Trailing Fees shall be payable from and after such time as the Trailing Fees theretofore paid in respect of such Units, when added together with the Subscription Fees paid in respect of such Units, are equal to or exceed 10% of the purchase price of such Units. Subject to the last sentence of Section 4(d), a Selling Agent may not waive the Trailing Fee applicable to a subscription for Units.

          (d) Trailing Fees will be paid to the Selling Agent for on-going services to Limited Owners on a continuous basis which may include, without limitation, advising Limited Owners of the net asset values of the Trust, of relevant Funds, and of Units in such Funds; responding to Limited Owners’ inquiries about monthly statements and annual reports and tax information provided to them; advising Limited Owners whether to make additional capital contributions to the Trust or to redeem their Units; assisting with redemptions of Units; providing information to Limited Owners with respect to futures and forward market conditions; and providing further services which may be requested by Limited Owners. Accordingly, no Trailing Fees will be paid for any month during which (i) the Selling Agent does not provide such ongoing services, or (ii) the Selling Agent or the registered representative who is otherwise receiving such Trailing Fees is not properly registered with the CFTC or any other required federal, state or local entity. No Subscription Fees or Trailing Fees shall be paid on Units sold to the Managing Owner or any of its members, principals or Affiliates.

          (e) In the event that the offering of Units of any Fund is terminated prior to the Initial Closing for such Fund, the Selling Agent shall not be entitled to any compensation in connection with the offering of Units of such Fund, whether or not the Selling Agent shall theretofore have procured Subscribers for such Fund.

          (f) The Managing Owner and the Selling Agent are each aware of the limitations imposed by the NASD Rules of Fair Practice on the aggregate compensation which may be received by a Selling Agent in connection with the offering and sale of Units. Accordingly, the Selling Agent will not in any event accept Trailing Fees from and after such time as the Trailing Fees theretofore paid in respect of such Units, when added together with the Subscription Fees paid in respect of such Units, are equal to or exceed 10% of the purchase price of such Units.

     5. Covenants of the Managing Owner, the Trust and each Fund. Each of the Managing Owner, the Trust and each Fund covenant to and agree with the Selling Agent to:

          (a) Use their respective reasonable best efforts to cause the Registration Statement to become effective as promptly as possible. If filing of the Prospectus is required under Rule 424(b) of the Regulations, the Managing Owner will file the Prospectus, properly completed, pursuant to Rule 424(b) of the Regulations within the time period prescribed and will provide evidence satisfactory to the Placement Agent of such timely filing.

          (b) Notify the Selling Agent immediately (i) when the Registration Statement and any amendment to the Registration Statement becomes effective or any supplement to the

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Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or further supplement to the Prospectus, (iv) of any material criminal, civil or administrative or investigative proceedings against or involving the Managing Owner, the Trust or any Fund, (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body of any order suspending (A) the effectiveness of the Registration Statement under the 1933 Act, (B) the registration or NFA membership of the Managing Owner as a “commodity pool operator” or “commodity trading adviser”; or (C) the registration of Units under the “blue sky” or securities laws of any state or other jurisdiction, (vi) any order or decree enjoining the offering or the use of the then-current Prospectus or any promotional material, or (vii) of any threatened action of the type referred to in clauses (iii) through (vi) of which the Managing Owner becomes aware. In the event any order of the type referred to in clause (v) or (vi) is issued, the Managing Owner agrees to use its reasonable best efforts to attempt to obtain a lifting or rescinding of such order at the earliest feasible date.

          (c) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, comply with all requirements imposed upon them by the 1933 Act, the SEC regulations, the CE Act and the CFTC regulations, as from time to time in force, so far as necessary to permit the continuance of sales of Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.

          (d) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner, to amend or supplement the Prospectus (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a Subscriber, or (ii) to conform with applicable CFTC or SEC regulations, notify the Selling Agent and promptly prepare and file with the SEC an appropriate amendment or supplement which will correct such statement or omission or which will effect such compliance and will use its reasonable best efforts to have any such amendment declared effective as soon as reasonably possible.

          (e) Deliver or cause to be delivered without charge to the Selling Agent such number of copies of the Prospectus as may reasonably be requested by the Selling Agent; and as soon as the Registration Statement or any amendment thereto becomes effective, or a supplement thereto is filed, to deliver or cause to be delivered without charge to the Selling Agent two (2) copies of the Registration Statement or such amendment thereto, including exhibits, as the case may be, and two (2) copies of any supplement thereto; and to deliver or cause to be delivered without charge to the Selling Agent such number of copies of the Prospectus, the Registration Statement, and amendments and supplements thereto, if any, without exhibits, as the Selling Agent may reasonably request for the purposes contemplated by the 1933 Act.

          (f) Endeavor in good faith and in cooperation with the Placement Agent, at or prior to the time the Registration Statement becomes effective, to qualify Units for offering and sale under the “blue sky” or securities laws of such jurisdictions as the Placement Agent may designate and the Managing Owner shall agree. In each jurisdiction where such qualification shall be effected, the Managing Owner will, unless the Placement Agent agrees in writing that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction and will keep all filings current.

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          (g) Use its best efforts to keep the Prospectus and the Registration Statement current and effective by filing post-effective amendments, as necessary, during the Offering.

          (h) Invest the net proceeds received by it from the Offering in the manner set forth in the Prospectus.

          (i) Comply with all registration, filing, and reporting requirements of the Exchange Act which may from time to time be applicable to the Trust.

          (j) Comply with all undertakings contained in the Registration Statement.

          (k) When and if required, file on a timely basis with the SEC an appropriate form to register the Units pursuant to Section 12(g) under the Exchange Act.

     6. Covenants of the Selling Agent. The Selling Agent covenants to and agrees with the Managing Owner, the Trust and each Fund to:

          (a) Make a best efforts public offering of the Units as soon as the Placement Agent deems it reasonably advisable on or after the Effective Date (as defined in Section 11(a)), upon and subject to the terms and conditions contained in this Agreement and in compliance with all applicable securities laws, and to perform all of its responsibilities hereunder.

          (b) Preserve the confidentiality of any proprietary or non-public information or data provided to the Selling Agent by the Managing Owner or the Placement Agent.

          (c) Fully disclose to prospective subscribers the capacity in which the Selling Agent is contacting them and the Selling Agent’s relationship with the Managing Owner and the Placement Agent.

          (d) Not make an offer to sell or solicit an offer to buy or sell Units in a state or other jurisdiction until the Managing Owner has notified the Placement Agent that the Units have been so registered or qualified, or are exempt from registration or qualification, with the securities authorities in such state or other jurisdiction.

          (e) Maintain in full force and effect, and cause its personnel involved in the activities contemplated hereunder to maintain in full force and effect, all governmental, regulatory and self-regulatory registrations, approvals, memberships and licenses required to perform its obligations under this Agreement and to receive compensation therefor (including but not limited to registration as a broker-dealer with the SEC, membership in the NASD, registration with the relevant regulatory authority in each state in which the Selling Agent will solicit prospective subscribers, registration with the CFTC as an futures commission merchant or introducing broker and membership in the NFA) during the term of this Agreement and for such time as the Selling Agent and such personnel shall receive compensation hereunder.

          (f) Comply with the applicable requirements of the 1933 Act (including the delivery of a Prospectus to each prospective subscriber as required by the 1933 Act), the Exchange Act, the CE Act, the rules and regulations promulgated thereunder, and the rules and regulations of the NASD, CFTC, and NFA, including, without limitation (i) determining suitability of a purchase of Units for each prospective subscriber through the use of an offeree questionnaire, (ii) obtaining a written agreement from each prospective subscriber to purchase Units setting forth

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the identity and quantity of the Units to be purchased and (iii) delivering a Prospectus to a prospective subscriber at least five (5) Business Days prior to any purchase of Units.

          (g) Not, and not permit any Person acting on its behalf to, (i) provide any information or make any representations relating to the Managing Owner, any Fund, the Trust, the Placement Agent or the Offering other than as contained in the Prospectus, or (ii) state that it is authorized to act as agent for the Managing Owner, any Fund, the Trust or the Placement Agent for any purpose other than as expressly set forth in this Agreement.

          (h) Not take any of the following actions against the Trust or any Fund: (1) seek a decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or any Fund in an involuntary case or proceeding under the United States Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law, or (B) adjudging the Trust or any Fund bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or any Fund under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or any Fund or of any substantial part of any of their respective properties, or ordering the winding up or liquidation of any of its affairs; (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively, a “Bankruptcy or Insolvency Action”).

          (i) For any obligations due and owing to it by any Fund, look solely and exclusively to the assets of such Fund or the Managing Owner (solely to the extent of the General Units owned by the Managing Owner in such Fund), if the Managing Owner has liability in its capacity as Managing Owner, to satisfy the Selling Agent’s claims, and not seek to attach or otherwise assert a claim against the other assets of the Trust or any other Fund, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.

     7. Compliance with NASD Rules and General Laws.

          (a) It is understood that the Selling Agent has no commitment with regard to the sale of Units other than to use its best efforts and to comply with the provisions of this Agreement and the Trust Agreement. In connection with the offer, sale and distribution of Units, the Selling Agent represents and warrants that it will comply fully with all applicable laws and regulations, and the rules, policy statements and interpretations of the SEC, the NASD, the CFTC, the NFA, state securities administrators and any other regulatory or self-regulatory body. In particular, and not by way of limitation, the Selling Agent represents and warrants that it is familiar with Rule 2810 of the NASD Conduct Rules and that it will comply fully with all the terms thereof in connection with the Offering and sale of Units. The Selling Agent will not execute any sales of Units from a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is being maintained.

          (b) The Selling Agent agrees not to recommend the purchase of Units to any Person unless the Selling Agent shall have reasonable grounds to believe, on the basis of information obtained from the Person concerning, among other things, the Person’s investment objectives, other investments, financial situation and needs, that: (1) (to the extent relevant for

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the purposes of Rule 2810 and giving due consideration to the fact that the Trust and each Fund is in no respects a “tax shelter”) the Person is or will be in a financial position appropriate to enable the Person to realize to a significant extent the benefits of the applicable Fund, including the tax benefits (if any) described in the Prospectus; (2) the Person has a fair market net worth sufficient to sustain the risks inherent in participating in the applicable Fund; (3) the Person satisfies the requirements to become a Subscriber on the basis set forth in the Prospectus, the Subscription Agreement and the state suitability requirements contained therein; (4) acceptance of the Person’s subscription will not otherwise breach any laws, rules and regulations designed to avoid money laundering applicable to either the Selling Agent, the Managing Owner, the Trust and each Fund; and (5) the Units are otherwise a suitable investment for the Person. The Selling Agent agrees to maintain such records as are required by the applicable rules of the NASD, SEC, CFTC and the NFA for purposes of determining investor suitability for the time periods otherwise required by the SEC, NASD, CFTC and NFA. In connection with making the foregoing representations and warranties, the Selling Agent further represents and warrants that it has, among other things, examined the Prospectus including, without limitation the sections listed below and obtained such additional information from the Managing Owner regarding the information set forth thereunder as the Selling Agent has deemed necessary or appropriate to determine whether the Prospectus adequately and accurately discloses all material facts relating to an investment in the applicable Funds and provides an adequate basis to Persons for evaluating an investment in the Units: “RISK FACTORS”; “BREAK-EVEN ANALYSIS”; “DESCRIPTION OF THE TRUST, TRUSTEE, MANAGING OWNER AND AFFILIATES”; “OTHER PRIVATE ACCOUNTS AND POOLS”; “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS”; “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST”; “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS”; “FEES AND EXPENSES”; “THE OFFERING”; “WHO MAY SUBSCRIBE”; “SUMMARY OF MATERIAL AGREEMENTS”; and “MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS.”

          (c) In connection with making the representations and warranties set forth in this section, the Selling Agent has not relied on inquiries made by or on behalf of any other parties.

          (d) The Selling Agent agrees to inform all prospective subscribers of Units of all pertinent facts relating to the liquidity and marketability of Units as set forth in the Prospectus.

          (e) The Selling Agent represents and warrants that it is familiar with Rule 2710 of the NASD Conduct Rules and covenants and agrees with the Trust, each Fund and the Managing Owner that it will comply fully with all the terms thereof in connection with the Offering and sale of the Units.

          (f) The Selling Agent represents, warrants and covenants that it: (1) maintains anti-money laundering policies and procedures that comply with the Bank Secrecy Act of 1970, as amended, and applicable federal anti-money laundering regulations, including policies and procedures to verify the identity of prospective subscribers (“AML Laws, Regulations and Policies”); (2) complies with AML Laws, Regulations and Policies; (3) will promptly deliver to the Managing Owner, to the extent permitted by applicable law, notice of any AML Laws, Regulations and Policies violation, suspicious activity, suspicious activity investigation or filed suspicious activity report that relates to any prospective subscriber for Units; and (4) will cooperate with the Managing Owner and deliver information reasonably requested by the

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Managing Owner concerning Subscribers that purchased Units sold by the Selling Agent necessary for the Managing Owner or the Trust to comply with AML Laws, Regulations and Policies.

          (g) The Selling Agent agrees that the Managing Owner has not assumed, nor will it assume, any responsibility or obligation concerning the Selling Agent’s right to act as broker-dealer with respect to the Units in any jurisdiction.

     8. Conditions of Selling Agent’s Obligations.

          (a) The obligations of the Selling Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Selling Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:

          (i) The Registration Statement shall have become effective, and the Selling Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Selling Agent and its counsel; and

          (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Selling Agent’s participation in the Offering or its compensation therefrom.

          (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the conditions to the Initial Closing under the Placement Agent Agreement having been satisfied or waived by the Placement Agent.

     9. Indemnification and Contribution.

          (a) The Selling Agent shall not be liable to any Fund, the Trust, the Trustee or the Managing Owner for any loss, liability, claim, damage, expense, fine, penalty, cost or expense (including, without limitation, attorneys’ and accountants’ fees and disbursements), judgment and/or amount paid in settlement (collectively, “Losses”) caused by any act or omission of the Selling Agent in connection with the performance of services under this Agreement, except as a result of (1) acts or omissions to act on the part of the Selling Agent or the officers, directors, shareholders, principals, members, employees, agents or Affiliates (collectively, the “Principals and Affiliates”) of the Selling Agent which constitute negligence or misconduct, or (2) any breach of any of the representations, warranties, covenants or agreements of the Selling Agent in this Agreement. The Selling Agent hereby agrees to indemnify and hold harmless each Fund, the Trust, the Trustee, the Managing Owner and the Principals and Affiliates of each of the foregoing from and against all Losses incurred by any of them arising out of or based upon any matter for which the Selling Agent is liable under this Section 9(a).

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          (b) The Managing Owner and each Fund, solely out of the Contracting Fund Assets (as defined below in Section 14), hereby agrees indemnify and hold harmless the Selling Agent and its Principals and Affiliates from and against any and all Losses to which such Persons may become subject arising out of or in connection with (i) this Agreement, (ii) the transactions contemplated hereby or (iii) the fact that the Selling Agent is or was a selling agent of the Trust and the Funds, in each case arising out of or based upon (1) any untrue statement of material fact contained in this Agreement, the Registration Statement, the Prospectus or any application or written communication executed by the Managing Owner or the Trust filed in any jurisdiction in order to qualify Units under the securities laws thereof (collectively, the “Documents”), (2) any omission from the Documents of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (3) any breach of any representation, warranty, covenant or agreement made by the Managing Owner, the Trust or any Fund in this Agreement, except to the extent that any such Losses arise out of, relate to, or are based upon any matter (x) for which the Selling Agent would be liable under Section 9(a) or (y) relating to the Placement Agent, the Placement Agent Agreement, an Additional Selling Agent (other than the Selling Agent) or an Additional Selling Agent Agreement (other than this Agreement). For the sake of clarity, if a claim for indemnification relates to a specific Fund, such Fund, and no other Fund, shall be responsible for indemnifying the Selling Agent and its Principals and Affiliates in accordance with this Section 9(b).

          (c) Indemnification Procedure. The Person(s) making a claim for indemnification under this Section 9 is/are referred to herein as the “Indemnified Party” and the Person(s) against whom such claims are asserted under this Section 9 is/are referred to herein as the “Indemnifying Party.” All claims by an Indemnified Party shall be asserted and resolved as follows

          (i) In the event that (A) any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party (a “Third Party Action”) or (B) any Indemnified Party hereunder should have a claim against any Indemnifying Party hereunder which does not involve a claim being asserted against or sought to be collected from it by a third party (a “Direct Action”), the Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim, specifying, to the extent then known to the Indemnified Party, the basis on which the claim for indemnification is made, the facts giving rise to or the alleged basis of the claim, and the amount (which may be estimated) of claim liability (a “Claim Notice”), together with a copy of the document (if any) by or in which the Third Party Action is commenced or asserted; provided, that any failure to give such notice shall not constitute a waiver of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced as result of such delay or lack of detail.

          (ii) Within thirty (30) days after receipt of a Claim Notice, the Indemnifying Party may (A) by giving written notice thereof to the Indemnified Party, elect to assume the defense of such Third Party Action at its sole cost and expense or (B) object to the claim for indemnification set forth in the Claim Notice. The Indemnifying Party shall have the right to assume control of the defense of or settle or otherwise dispose of such Third Party Action on such terms as the Indemnifying Party deems appropriate; provided, however, that (x) the Indemnified Party shall be entitled, at its own expense (which such expense shall not be deemed to be a Loss), and without unreasonable interference with the actions of the Indemnifying Party, to participate in the

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defense of Third Party Actions; (y) the Indemnified Party shall not have the right to assume control of a Third Party Action if the Indemnified Party shall have been advised by counsel that, under applicable standards of professional responsibility, a conflict will arise in the event both the Indemnified Party and the Indemnified Party are represented by the same counsel with respect to the Third Party Action, in which case such Indemnified Party shall have the right to be represented by separate counsel with respect to the matters to which the conflict pertains, and all Losses in connection therewith shall be reimbursed by the Indemnifying Party from time to time upon demand of the Indemnified Party; and (z) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement, compromise, admission or any acknowledgment of the validity of a Third Party Action or any liability in respect thereof, which consent shall not be unreasonably withheld; provided, that the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include a complete release of all claims against each Indemnified Party in respect of such Third Party Action and any related facts, circumstances or occurrences; and provided, further, that no consent of the Indemnified Party shall be necessary if the settlement, compromise, admission or any acknowledgment involves solely the payment of monetary damages that are paid by the Indemnifying Party.

          (iii) Unless the Indemnifying Party objects in writing to a Direct Claim within thirty (30) days after receipt of the Claim Notice, such Direct Claim shall be conclusively deemed to be a liability of the Indemnifying Party and the Indemnified Party shall be entitled to obtain the appropriate number of escrowed shares, in accordance with the terms of the Pledge Agreement. If the Indemnifying Party objects in writing, such dispute shall be resolved in accordance with Section 19.

          (d) In the event that a Person seeks indemnification in a Third Party Action covering both matters for which indemnification is and is not covered hereunder, such Person shall be indemnified only for the Losses covered hereunder.

          (e) None of the indemnifications contained in this Agreement shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by a Person claiming indemnification without the prior written consent of the Indemnifying Party.

          (f) Notwithstanding the provisions of this Section 9, the Selling Agent shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities Laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities Law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and related costs should be made.

          (g) In any claim for indemnification for federal or state securities Law violations, the person seeking indemnification shall place before the court the position of the SEC and the position of any other applicable state securities division which requires disclosure with respect to the issue of indemnification for securities law violations.

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          (h) The indemnification provisions of this Agreement shall survive the termination of this Agreement. The indemnification agreements in this Section 9 shall be in addition to any liability which the Selling Agent may otherwise have. Nothing contained in this Section 9 or elsewhere in this Agreement shall be construed as an admission that the Selling Agent is an “underwriter” of the Units within the meaning of the 1933 Act.

     10. Representations and Agreements to Survive Delivery. All representations, warranties, covenants, and agreements contained in this Agreement or contained in certificates or documents delivered pursuant to this Agreement shall be deemed to be representations, warranties, covenants, and agreements at the Effective Date (defined below), and shall survive until the earlier of (i) the termination of the Continuous Offering Period, or (ii) the termination of this Agreement (with those Sections specified in Section 12 surviving indefinitely).

     11. Effectiveness of Agreement; Term and Termination.

          (a) This Agreement shall become effective at 9:30 a.m., New York time, on the first full Business Day following the date the Registration Statement becomes effective with the SEC (the “Effective Date”). Unless terminated earlier as set forth in the remainder of this Section 11, this Agreement shall terminate with respect to a Fund at the conclusion of the Continuous Offering Period for such Fund (with those Sections specified in Section 12 surviving indefinitely).

          (b) The Selling Agent may terminate this Agreement with respect to the Trust or any Fund(s) upon 30 days’ advance written notice to the applicable Fund(s), the Trust and the Managing Owner, in the event (i) there has been, since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, of the applicable Fund(s), the Trust or the Managing Owner which, in the reasonable judgment of the Placement Agent, renders it inadvisable to proceed with the Offering; (ii) the Registration Statement and/or the Prospectus has not been amended reasonably promptly after written request by the Placement Agent for it to be so amended because an event has occurred which, in the reasonable opinion of securities counsel for the Placement Agent, should be set forth in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (iii) there has been a general suspension of, or a general limitation on prices for, trading in commodity futures or option contracts on commodity exchanges in the United States or other commodities instruments, or there is any other national or international calamity or crisis in the financial markets of the United States to the extent that it is determined by the Placement Agent, in its reasonable discretion, that such limitations would materially impede the Trust’s or the applicable Fund’s trading activities or make the offering or delivery of Units impossible or impractical; (iv) there has been a declaration of a banking moratorium by federal, New York or Delaware authorities or (v) the Placement Agent Agreement has been terminated by the Placement Agent in accordance with its terms.

          (c) The Managing Owner, the Trust and/or the Fund(s) (solely with respect to such Fund(s)) may terminate this Agreement for any or no reason upon 15 days’ advance written notice to the Selling Agent; provided, that in the event this Agreement is terminated only with respect to certain Funds, this Agreement shall remain in full force and effect with respect to the remaining Funds, the Trust and the Managing Owner.

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     12. Survival. Notwithstanding that this Agreement shall not become effective, shall terminate or shall otherwise not be carried out, Sections 3(c), 4, 6(b), 6(c), 6(g), 6(h), 6(i) and 9 through 20 shall survive and remain in full force and effect.

     13. Limitation of Limited Owner Liability. This Agreement has been made and executed by and on behalf of the Funds, the Trust and the Managing Owner. The obligations of the Funds, the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified herein. No resort shall be had to the assets of other Funds or the Limited Owners’ assets or personal property, for the satisfaction of any obligation or claim hereunder.

     14. Subordination of Certain Claims and Rights. Each of the Managing Owner and the Selling Agent agrees and consents (the “Consent”) to look solely to the applicable Fund (the “Contracting Fund”) and its assets (the “Contracting Fund Assets”) for payment. The Contracting 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 the Contracting Fund, including, without limitation, funds delivered to the Trust for the purchase of Units in a Fund. In furtherance of the Consent, each of the Managing Owner and the Selling Agent agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Fund and the Contracting Fund Assets, shall be subject to the following limitations:

          (a) Except as set forth below, the Claims, if any, of the Managing Owner and the Selling Agent (the “Subordinated Claims”) incurred, contracted for or otherwise existing, arising from, related to or in connection with the Contracting Fund and the Contracting Fund Assets and the assets of the Trust shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and the Contracting Fund and any of their respective assets which may arise as a matter of Law or pursuant to any Contract; provided, however, that bona fide Claims of either the Managing Owner or the Selling Agent, if any, against the Contracting Fund shall be pari passu and equal in right of repayment and distribution with all other bona fide Claims against the Contracting Fund;

          (b) The Managing Owner and the Selling Agent will not take, demand or receive from any Fund or the Trust or any of their respective assets (other than the Contracting Fund or its assets) any payment for the Subordinated Claims, except in accordance with this Section 14;

          (c) Subject to this Section 14, the Claims of the Managing Owner and the Selling Agent with respect to the Contracting Fund shall only be asserted and enforceable against the Contracting Fund’s assets and the Managing Owner and its assets, and shall not be asserted or enforceable for any reason whatsoever against the assets of any other Fund or the Trust generally;

          (d) If the Claims of the Managing Owner or the Selling Agent against the Contracting Fund or the Trust are secured in whole or in part, each of the Managing Owner and the Selling Agent 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 other Fund, as the case may be;

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          (e) In furtherance of the foregoing, if and to the extent that the Managing Owner and/or the Selling Agent receive monies in connection with the Subordinated Claims from a Fund or the Trust (or their respective assets) other than the Contracting Fund or the Managing Owner and their respective assets and except as permitted by this Section 14, the Managing Owner and/or the Selling Agent, as the case may be, shall be deemed to hold such monies in trust and shall promptly remit such monies to the Fund or the Trust that paid such amounts for distribution by such Fund or the Trust in accordance with the terms hereof; and

          (f) The provisions of this Section 14 shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

     15. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by Federal Express, Express Mail or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, (i) if to the Managing Owner, the Trust or the Funds, at 1000 Hart Road, Suite 210, Barrington, Illinois 60010, Attention: Chief Executive Officer; with a copy to: Crowell & Moring LLP, 153 East 53 Street, 31st Floor, New York, New York 10022, Attention: Robert G. Frucht, Esq.; (ii) if to the Selling Agent, at [                                                            ], Attention:            with a copy to:                     ; or (iii) in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 15. Any notice or other communication given shall be deemed given at the time of receipt by the intended recipient party thereof.

     16. Binding Agreement. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Funds, the Trust, the Managing Owner, the Selling Agent (and solely with respect to indemnification or contribution, those persons and entities referred to in Section 9 who are entitled to indemnification or contribution), and their respective successors, and assigns (which shall not include any prospective subscriber or Subscriber for Units), and no other Person shall have or be construed to have any legal or equitable right, remedy, or claim under or in respect of or by virtue of this Agreement or any provision herein contained.

     17. Invalidity. If any term or provision in this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

     18. Governing Law. This Agreement shall be construed in accordance with the laws of Delaware, without giving effect to its conflict of law principles.

     19. Consent to Jurisdiction. All disputes arising out of this Agreement and any document or instrument delivered pursuant to, in connection with or simultaneously with this Agreement, including the interpretation, breach or termination of any of the foregoing, shall be resolved exclusively through the state and Federal courts situated of Delaware. The parties hereby submit to the exclusive jurisdiction and venue for any such dispute in such courts, as well as to all appellate courts to which an appeal may be taken from such trial courts. Each of the parties expressly waives, to the fullest extent permitted by law, the right to move to dismiss or

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transfer any action brought in such courts on the basis of any objection to personal jurisdiction, venue or inconvenient forum in any of such courts.

     20. Fund Disclaimer. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the Trust is organized in series pursuant to Sections 3804(a) and 3806(b)(2) of the Trust Act. As such, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each series of the Trust shall be enforceable against the assets of such series of the Trust only, and not against the assets of the Trust generally or the assets of any other series of the Trust or against the Trustee. There may be several series of the Trust created pursuant to the Trust Agreement.

     21. Assignment. This Agreement may not be assigned, novated or otherwise transferred by operation of law or otherwise by any party without the prior written consent of all of the other parties, which consent shall not be unreasonably withheld. Any change of control of a party shall be deemed an assignment of this Agreement that requires the prior written consent of the other parties. For purposes of this Agreement, “change of control” means any merger, consolidation, sale of all or substantially all of the assets or sale of a substantial block of stock, of a party. Any such assignment, novation or transfer by one party not in accordance with this provision shall be a material breach of this Agreement and shall be grounds for immediate termination thereof by the non-breaching parties, in addition to any other remedies that may be available under this Agreement or at law or in equity to the non-breaching parties.

     22. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

     23. Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement, binding on all of the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart.

     24. Captions. Section and paragraph captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, or extend or describe the scope of this Agreement or the intent of any provision hereof.

[Remainder of page intentionally blank]

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          If the foregoing correctly sets forth the understanding between the Selling Agent and the Managing Owner and the Trust, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Yours very truly,

BROOKSHIRE RAW MATERIALS (U.S.) TRUST			BROOKSHIRE RAW MATERIALS MANAGEMENT, LLC
By:	Brookshire Raw Materials		By:
	Management, LLC Managing Owner			Name:
				Title:
	By:
		Name:
		Title:

Accepted and agreed as of the date first written above:

[                                                                       ]		OAKBROOK INVESTMENT BROKERS, INC.
By:		By:
	Name:		Name:
	Title:		Title:

Annex A

Allocation of Subscription Fee Between Placement Agent and Selling Agent

[Insert as applicable]

EX-10.3

Exhibit 10.3

SUBSCRIPTION ESCROW AGREEMENT

     This Subscription Escrow Agreement (this “Escrow Agreement”) dated as of October 12, 2007 is made by and among Brookshire Raw Materials U.S. Trust, a Delaware statutory trust (the “Trust”) acting for and on behalf of each Fund (as defined below), Brookshire Raw Materials Management, LLC (the “Managing Owner”) and JPMorgan Chase Bank, N.A., in its capacity as escrow agent hereunder (the “Escrow Agent”).

     WHEREAS, the Trust was organized as a Delaware statutory trust on August 16, 2006 under 12 Del. Chapter 3801 et seq. (as amended from time to time, the “Delaware Trust Act”) (the “Trust Agreement”), the form of which is included as an exhibit to the Registration Statement (as defined below);

     WHEREAS, the Trust is composed of ten separate and distinct series, referred to as the Brookshire Raw Materials (U.S.) Core USD Fund, Brookshire Raw Materials (U.S.) Core CDN Fund, Brookshire Raw Materials (U.S.) Agriculture USD Fund, Brookshire Raw Materials (U.S.) Agriculture CDN Fund, Brookshire Raw Materials (U.S.) Metals USD Fund, Brookshire Raw Materials (U.S.) Metals CDN Fund, Brookshire Raw Materials (U.S.) Energy USD Fund, Brookshire Raw Materials (U.S.) Energy CDN Fund, Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, and the Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund (each such series, a “Fund” and collectively, the “Funds”);

     WHEREAS, the Managing Owner serves as the sole managing owner of the Trust and has complete management authority over the Trust;

     WHEREAS, the Trust has filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”), File No. 333-136879 (as the same may be amended from time to time, the “Registration Statement”), in connection with the offering and sale of units of beneficial interest in each Fund in the Trust (“Units”; and such offering and sale of Units, the “Offering”);

     WHEREAS, subscriptions for the Funds whose names includes “USD Fund” will be made in U.S. Dollars and subscriptions for the Funds whose names includes “CDN Fund” will be made in Canadian Dollars, at a price of US $10 and Canadian $10, respectively;

     WHEREAS, in compliance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust and the Managing Owner desire to establish a separate escrow account in respect of each of the Funds (each, an “Escrow Fund”); and

     WHEREAS, if subscriptions in amounts equal to or exceeding the Minimum Subscription Amount for a Fund during the Initial Offering Period are achieved, the Escrow Agent will release such escrowed funds, including interest/earnings thereon, in the Escrow Fund for such Fund from escrow into a custody fund (a “Custody Fund”).

     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

     1. Appointment. The Trust and the Managing Owner hereby appoint the Escrow Agent as escrow agent in respect of each Fund for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment, in each case upon the terms and subject to the conditions set forth herein. The Managing Owner represents, warrants and covenants that at all times during the term of this Escrow Agreement less than twenty-five percent (25%) of the subscribers will be benefit plan investors as defined in 29 CFR 2510.101.3

     2. Escrow Fund.

          (a) Prior to the Initial Closing of each Fund, all proceeds received in connection with the sale of Units of such Fund shall be deposited in escrow with the Escrow Agent in subscription escrow accounts for the Trust. Escrow deposits in the subscription escrow accounts for the Trust shall be moved and credited to the applicable Fund’s escrow fund (each, an “Escrow Fund”) by the Escrow Agent as promptly as practicable but in no event more than three days after receipt by the Escrow Agent, provided that such funds have cleared and constitute good funs and the Managing Owner has provided written instructions as to the a s to the amount to move and the specific fund to move such funds into. At the time funds are received by the Escrow Agent from subscribers, the Managing Owner shall promptly provide or cause the selling agent to provide the Escrow Agent with the following information in writing (i) the full name and address of each of the subscriber(s), (ii) the Fund in which the subscriber invested, (iii) the amount of the investment and (iii) any additional information which the Escrow Agent may reasonably request.

          (b) The Managing Owner shall instruct subscribers and prospective subscribers to make checks for subscriptions payable to the order of the Escrow Agent or send wire transfers for subscriptions directly to the Escrow Agent in accordance with the instructions set forth on Schedule 2 attached hereto. Any checks received that are made payable or wires that are sent to a party other than the Escrow Agent shall be returned to the selling agent that submitted such check or made such wire transfer.

          (c) The Escrow Agent is hereby authorized to deposit each check in the respective Escrow Account. For any check returned unpaid to the Escrow Agent such unpaid amount shall be debited against the respective Escrow Account and shall be returned to the selling agent that submitted the check. In such cases, the Escrow Agent will promptly notify the Managing Owner of such returnGMS.

          (d) The Escrow Agent shall hold and account for separately each Escrow Fund, and subject to the terms and conditions hereof, shall invest and reinvest each Escrow Fund and the proceeds thereof in accordance with Section 3.

          (e) Prior to the occurrence of the Initial Closing with respect to a Fund, the Managing Owner is aware and understands that it is not entitled to invest or

utilize any funds received in the Escrow Fund for such Fund, except in compliance with this Escrow Agreement.

     3. Investment of each Escrow Fund.

          (a) During the term of this Escrow Agreement, each Escrow Fund which is a USD Fund shall be invested in a separate trust account with JPMorgan Chase Bank, N.A. and each Escrow Fund which is a CDN Fund will be invested in a Canadian Dollar interest bearing Deposit Account The Escrow Agent will provide compensation on balances on each Fund at a rate determined by the Escrow Agent from time to time. Written investment instructions from the Managing Owner for investments permitted under NASD Member Notice 87-61, if any, shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute such purchases and sales of investments for investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging an agency fee in connection with each transaction. The parties hereto recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in any Escrow Fund or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment in an investment made pursuant to the terms of this Escrow Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Managing Owner to give the Escrow Agent instructions to invest or reinvest any Escrow Fund. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The parties hereby acknowledge and confirm that funds deposited into the Brookshire US Dollar and Canadian Dollar Deposit accounts will be held uninvested.

          (b) Receipt, investment and reinvestment of Escrow deposits shall be confirmed by Escrow Agent as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Managing Owner and the Trust to Escrow Agent within thirty (30) calendar days after receipt thereof. Failure to inform Escrow Agent in writing of any discrepancies in any such account statement within said thirty (30) day period shall conclusively be deemed confirmation of such account statement in its entirety.

     4. Closings and Termination.

          (a) Definitions.

          “Business Day” means any day other than a Saturday, Sunday or any other public holiday in the United States, London or Canada.

          “Collected Funds” means all funds received by the Escrow Agent which have cleared its normal banking channels and are in the form of cash.

          “Initial Closing” means, with respect to each Fund, the first closing of the Offering for such Fund following the sale of Units in amount equal to or exceeding the Minimum Subscription Amount for such Fund. For the avoidance of doubt, (i) the Initial Closing for each Fund is separate from other Funds and (ii) the Initial Closing for one or more Funds can occur if the Minimum Subscription Amount for those Funds is met or exceeded even if the Initial Closing for other Funds has not yet occurred or does not occur.

          “Initial Offering Period” means the period starting on the date on which the Offer commences (which such date the Managing Owner shall have notified the Escrow Agent in writing) and ending on (i) the 60 th day thereafter or (ii) such later date as the Managing Owner may in its sole discretion determine and notify the Escrow Agent in writing; provided, that the Initial Offering Period may not be extended past the 240th day on which the Offer commences. For the avoidance of doubt, the Initial Offering Period for one Fund may terminate even while the Initial Offering Period for other Funds continues.

          “Minimum Subscription Amount” means (i) with respect to the Brookshire Raw Materials (U.S.) Core USD Fund and the Brookshire Raw Materials (U.S.) Core CDN Fund (together, the “Core Funds”), $10,000,000 in Collected Funds in any combination of US and Canadian Dollar denominated Units; and (ii) for each other Fund, $1,000 in Collected Funds for such Fund (in U.S. dollars for U.S. dollar denominated Funds and in Canadian dollars for Canadian dollar denominated Funds); provided, notwithstanding the actual amount of subscriptions made in any Fund other than a Core Fund, the Minimum Subscription Amount for any Fund other than a Core Fund will not be deemed to have been made unless the Minimum Subscription Amount has been achieved for the Core Funds at or prior to such time.

          (b) With respect to each Fund, the Managing Owner will notify the Escrow Agent in writing whether subscriptions in amount equal to or exceeding the Minimum Subscription Amount for such Fund have been made during the Initial Offering Period. With respect to each Fund, the Managing Owner will notify the Escrow Agent whether the Offering of Units of such Fund has been terminated prior to the occurrence of the Initial Closing for such Fund. In addition, the Managing Owner will notify the Escrow Agent in writing in the event that the Trust and/or one or more Funds are dissolved prior to the occurrence of the Initial Closing for all Funds (in the case of dissolution of the Trust) or the applicable Fund (in the case of one or more Funds).

          (c) If, with respect to any Fund, such Fund receives subscriptions for equal to or exceeding the Minimum Subscription Amount for such Fund during the Initial Offering Period, the Escrow Agent shall promptly upon receipt of a written request received from the Managing Owner with respect to any Fund stating that subscriptions equal to or exceeding the Minimum Subscription Amount have been received during the Initial Offering Period, deduct the aggregate amount of subscription fees associated with subscriptions in such Fund from the Escrow Fund for such Fund (as specified by the Managing Owner to the Escrow Agent in writing) and pay over such aggregate subscription fees to the selling agents to such account(s) as the Managing Owner may

instruct the Escrow Agent in writing) and (ii) credit or transfer the remainder of the Escrow Fund for such Fund (including the interest earned on the Escrow Fund for such Fund) to the appropriate account in the name of such Fund with a Custodian. For the avoidance of doubt, in the event that the Initial Closing occurs with respect to a Fund, all interest earned on the Escrow Fund for such Fund shall be credited to the account of the applicable Fund, but will not be credited to the accounts of individual subscribers in such Fund.

          (d) If, with respect to any Fund, (x) such Fund has not received subscriptions in amount equal to or exceeding the Minimum Subscription Amount for such Fund during the Initial Offering Period, (y) the offering for such Fund has been terminated or (z) the Trust and/or one or more Funds are dissolved prior to the occurrence of the Initial Closing for all Funds (in the case of dissolution of the Trust) or the applicable Fund (in the case of one or more Funds), the Escrow Agent shall upon receipt of written notice to this effect as well as wire transfer and other payment instructions from the Managing Owner, promptly (but in no event later than ten (10) Business Days thereafter) (i) refund all subscriptions in the applicable Fund(s) to the applicable subscriber, without interest and without deduction, penalty or expense to the subscriber (which such refunded subscription money shall be free and clear of any and all claims of the Managing Owner, the Trust or any Fund or any of their respective creditors), and (ii) credit all interest received on such Funds to the account of the Managing Owner. In order to effectuate the return of subscriptions for subscribers in such Funds, the Managing Owner shall provide the Escrow Agent with a list containing (w) the amount received from each subscriber in such Funds, (x) the payment address for each subscriber, (y) payment method for the return of such funds for each subscriber and (z) wire transfer instructions, if payment is to be by wire transfer, for such subscriber. For the avoidance of doubt, funds shall be returned directly to the applicable subscriber and not to any selling agent.

          (e) The Managing Owner, acting on behalf of the applicable Fund, may reject any subscription for any reason or for no reason. Subscribers may, under certain limited circumstances, rescind their subscriptions. If the Managing Owner rejects any subscription for which the Escrow Agent has already collected funds, or in the event that a subscriber rescinds its subscription in conformity with the requirements of the North American Securities Administrators Association Inc. Guidelines for Registration of Commodity Pool Programs, which rescission has been approved by the Managing Owner and the Managing Owner has notified the Escrow Agent thereof in writing, the Escrow Agent shall promptly (but in no event later than ten (10) Business Days thereafter) issue a refund check to the subscriber, without interest and without deduction, penalty or expense to the subscriber (which such refunded subscription money shall be free and clear of any and all claims of the Managing Owner, the Trust or any Fund or any of their respective creditors). Any interest earned on any rejected or rescinded subscription shall be retained in the Escrow Fund for the applicable Fund, thereby increasing the assets of such Fund.

          (f) Upon release of all funds in each Escrow Fund by the Escrow Agent to the Custodian, the applicable subscribers or the Managing Owner (solely with

respect to interest or earnings), as the case may be, this Escrow Agreement shall terminate with respect to such Fund, subject to the provisions of Sections 7 and 8.

     5. The Escrow Agent.

          (a) The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, if any, including without limitation the Trust Agreement (the “Underlying Agreement”), nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement and those of the Underlying Agreement or any other agreement among the other parties hereto, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or any Fund, including, without limitation, the Escrow Deposits nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. The Escrow Agent shall have no duty or obligation to make any calculations of any kind hereunder.

          (b) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either the Managing Owner or Trust. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such agent or attorney. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and subject to applicable law or regulation, its sole obligation shall be to keep safely all property held in escrow until it shall be given a

direction in writing by the Managing Owner and the Trust which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Managing Owner and Trust agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Escrow Agent under this Escrow Agreement will be limited to the amount of fees paid to the Escrow Agent.

     6. Succession.

          (a) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) days advance notice in writing of such resignation to the parties specifying a date when such resignation shall take effect. If the Managing Owner and the Trust have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following receipt of the notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. Escrow Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Fund (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, or in accordance with the directions of a final order or judgment of a court of competent jurisdiction or in accordance with applicable law, at which time of delivery Escrow Agent’s obligations hereunder shall cease and terminate, subject to the provisions of Sections 7 and 8 hereunder. The Escrow Agent shall have the right to receive from the Managing Owner an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement.

          (b) Any entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

     7. Compensation and Reimbursement. The Managing Owner and the Trust agree to (a) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 3 attached hereto, and (b) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances payable or reimbursable hereunder, including, without limitation reasonable attorney’s fees and expenses, incurred or made by it in connection with the preparation, negotiation, execution, performance, delivery, modification and termination of this Escrow Agreement.

     8. Indemnity. The (x) Managing Owner and the Trust (in the case of a claim against the Trust itself or all Funds) or (y) the Managing Owner and the applicable Fund(s) (in the case of a claim against one or more specific Funds), shall jointly and severally shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, agents and employees (the “indemnitees”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of in house or outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with (a) the Escrow Agent’s execution and performance of this Escrow Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Escrow Agreement, or as may arise by reason of any act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such indemnitee, or (b) its following any instructions or other directions, whether joint or singular, from the Managing Owner and Trust, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The obligations contained in this Section 8 shall survive the termination of this Escrow Agreement and the resignation, replacement or removal of the Escrow Agent. For the avoidance of doubt, the parties acknowledge and agree that the indemnification obligations of the Trust and/or one or more Funds pursuant to this Section 8 shall be subject to the regulatory requirement that the subscription proceeds derived from subscribers in Funds for which the Initial Closing does not occur or from subscribers whose subscriptions are rejected or rescinded (in each case in accordance with Section 4) shall be returned to such subscribers without interest and without deduction, penalty or expense to the applicable subscriber

     9. Patriot Act Disclosure/Taxpayer Identification Numbers/Tax.

          (a) Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Managing Owner and Trust acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the Managing Owner and Trust identity including without limitation name, address and organizational documents (“ identifying information”). The Managing Owner and Trust agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.

          (b) Taxpayer Identification Numbers (“TINs”).

     (i) The Managing Owner and Trust have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. The Managing Owner and Trust each represent that its correct TIN assigned by the IRS, or any other taxing authority, is set forth in the delivered forms, as well as in the Substitute IRS Form W-9 set forth on the signature page of this Escrow Agreement.

     (ii) In addition, ( A) in the event that the Initial Closing occurs with respect to a Fund, all interest or other income earned by the Fund under the Escrow Agreement shall be allocated to and/or paid to the Fund and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by the Fund whether or not said income has been distributed during such year; and (B) in the event that the Initial Closing does not occur with respect to a Fund, all interest or other income earned by the Fund under the Escrow Agreement shall be allocated to and/or paid to the Managing Owner and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by the Managing Owner whether or not said income has been distributed during such year.

Any other tax returns required to be filed will be prepared and filed b y Managing Owner or the Trust with the IRS and any other taxing authority as required by law. The Managing Owner and Trust acknowledge and agree that Escrow Agent shall have no responsibility for the preparation and/or filing of any income, franchise or any other tax return with respect to any Fund or any income earned by the Escrow Deposit. The Managing Owner and Trust further acknowledge and agree that any taxes payable from the income earned on the investment of any sums held in the Escrow Deposit shall be paid to the Managing Owner. . Escrow Agent shall withhold any taxes it deems appropriate, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities.

     10. Notices.

          (a) All communications hereunder shall be in writing and shall be deemed to be duly given and received: (i) upon delivery if delivered personally or upon confirmed transmittal if by facsimile; (ii) on the next Business Day (as hereinafter defined) if sent by overnight courier; or (iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth on Schedule 1 or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

          (b) In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate.

     11. Security Procedures. In the event written funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), whether

in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 4 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only by notice in accordance with Section 10. The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Managing Owner to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. All funds transfer instructions must be given by the parties listed on Schedule 4 hereto (subject to change from time to time by notice in accordance with Section 10). The person confirming funs transfer instructions must not be the same person who gave such funds transfer instructions. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable.

     12. Fund Disclaimer. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the Trust is organized in series pursuant to Sections 3804(a) and 3806(b)(2) of the Delaware Trust Act. As such, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each series of the Trust shall be enforceable against the assets of such series of the Trust only, and not against the assets of the Trust generally or the assets of any other series of the Trust or against the Trustee. There may be several series of the Trust created pursuant to the Trust Agreement.

     13. Limitation of Limited Owner and Managing Owner Liability. This Escrow Agreement has been made and executed by and on behalf of the Escrow Agent, the Funds, the Trust and the Managing Owner. The obligations of the Escrow Agent, the Funds, the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified herein. No resort shall be had to the assets of other Funds or the Limited Owners’ assets or personal property, for the satisfaction of any obligation or claim with respect to a different Fund hereunder. The obligations of the Funds and/or the Trust set forth herein are not binding upon the Managing Owner. No resort shall be had to the assets of the Managing Owner’s assets or personal property, for the satisfaction of any of the Trust’s, and Funds’ or the Limited Owners’ obligations or claims hereunder.

     14. Subordination of Certain Claims and Rights. Except for amounts hereunder for which the Managing Owner is responsible (for which the Managing Owner shall be responsible for paying), the Escrow Agent agrees and consents (the “Consent”) to look solely to the applicable Fund (the “Contracting Fund”) and its assets (the “Contracting Fund Assets”) for payment. The Contracting 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 the Contracting Fund, including, without limitation, funds delivered to the Trust for the purchase of Units in a Fund. In furtherance of the Consent, the Escrow Agent agrees that

any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Fund and the Contracting Fund Assets, shall be subject to the following limitations:

          (a) Except as set forth below, the Claims, if any, of the Escrow Agent (the “Subordinated Claims”) incurred, contracted for or otherwise existing, arising from, related to or in connection with the Contracting Fund and the Contracting Fund Assets and the assets of the Trust shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and the Contracting Fund and any of their respective assets which may arise as a matter of Law or pursuant to any Contract; provided, however, that bona fide Claims of the Escrow Agent, if any, against the Contracting Fund shall be pari passu and equal in right of repayment and distribution with all other bona fide Claims against the Contracting Fund;

          (b) The Escrow Agent will not take, demand or receive from any Fund or the Trust or any of their respective assets (other than the Contracting Fund or its assets) any payment for the Subordinated Claims, except in accordance with this Section 14;

          (c) Subject to this Section 14, the Claims of the Escrow Agent with respect to the Contracting Fund shall only be asserted and enforceable against the Contracting Fund’s assets and the Managing Owner and its assets, and shall not be asserted or enforceable for any reason whatsoever against the assets of any other Fund or the Trust generally;

          (d) If the Claims of the Escrow Agent against the Contracting Fund or the Trust are secured in whole or in part, the Escrow Agent 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 other Fund, as the case may be;

          (e) In furtherance of the foregoing, if and to the extent that the Escrow Agent receives monies in connection with the Subordinated Claims from a Fund or the Trust (or their respective assets) other than the Contracting Fund or the Managing Owner and their respective assets and except as permitted by this Section 14, the Escrow Agent shall be deemed to hold such monies in trust and shall promptly remit such monies to the Fund or the Trust that paid such amounts for distribution by such Fund or the Trust in accordance with the terms hereof; and

          (f) The provisions of this Section 14 shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

     15. Compliance with Court Orders. In the event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall

be made or entered by any court order affecting the property deposited under this Escrow Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether within or without such jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated, if the Escrow Agent has complied with applicable law.

     16. Miscellaneous. The provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by the Escrow Agent and the other parties hereto. Neither this Escrow Agreement nor any right or interest hereunder may be assigned in whole or in part by the Escrow Agent or any Party, except as provided in Section 6, without the prior consent of the Escrow Agent and the other parties. This Escrow Agreement shall be governed by and construed under the laws of the State of New York, except for Sections 12, 13 and 14, which shall be governed by and construed under the laws of the State of Delaware. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York. The parties hereto further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other causes reasonably beyond its control. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Escrow Agreement may be transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party. If any provision of this Escrow Agreement is determined to be prohibited or unenforceable by reason of any applicable law of a jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in such jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. The Managing Owner and Trust represent, warrant and covenant that each document, notice, instruction or request provided by such Party to Escrow Agent shall comply with applicable laws and regulations. Where, however, the conflicting provisions of any such applicable law may be waived, they are hereby irrevocably waived by the parties hereto to the fullest extent permitted by law, to the end that this Escrow Agreement shall be enforced as written. Except as expressly provided in Section 8 above, nothing in this Escrow Agreement, whether express or implied, shall be construed to give to any person or entity other than the Escrow Agent and the Managing Owner and Trust any legal or equitable right, remedy, interest or claim under or in respect of this Escrow Agreement or any funds escrowed hereunder.

     IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Escrow Agreement as of the date first written above.

JPMorgan Chase Bank, N.A. as Escrow Agent
By:	/s/ Gary P. Shea
	Name:	Gary P. Shea
	Title:	Vice President
BROOKSHIRE RAW MATERIALS MANAGEMENT, LLC, as Managing Owner
By:	/s/ John M. Marshall
	Name:	John M. Marshall
	Title:	Chief Executive Officer and Manager
BROOKSHIRE RAW MATERIALS (U.S.) TRUST, for and on behalf of each Fund
By:	Brookshire Raw Materials Management, LLC, its sole managing owner
By:	/s/ John M. Marshall
	Name:	John M. Marshall
	Title:	Chief Executive Officer and Manager

Schedule 1

Trust Notice Address:c/o Brookshire Raw Materials Management, LLC

100 Hart Road, Suite 210
Barrington, IL 60010
Attention: Clyde Harrison

Managing Owner Notice Address 100 Hart Road, Suite 210

Barrington, IL 60010
Attention: Clyde Harrison

Escrow Agent Notice Address: JPMorgan Chase Bank, N.A.

Clearance and Agency Services
4 New York Plaza, 21st Floor
New York, NY 10004
Attn: Gregory P. Shea
Fax:

With a copy to:

JPMorgan Chase Bank, N.A.
Clearance and Agency Services
4 New York Plaza, 21st Floor

New York, NY 10004
Attn: Sandra Frierson
Fax:

Schedule 2

Wire Instructions for Escrow Funds for the Funds

US Currency Deposits:

Canadian Currency Deposits:

Schedule 3

Escrow Agent’s Compensation

Schedule 4

Telephone Number(s) for Call-Backs and
Person(s) Designated to Give and Confirm Funds Transfer Instructions

If to the Managing Owner:

Name	Telephone Number	Signature
1. Stephen Adams	888-877-2719
2. Gary Sugar	888-877-2719

EX-10.4

Exhibit 10.4

CUSTODY AGREEMENT

     This Custody Agreement (this “Agreement”) dated as of November 30, 2007 is made by and among Brookshire Raw Materials U.S. Trust, a Delaware statutory trust (the “Trust”) acting for and on behalf of each Fund (as defined below), Brookshire Raw Materials Management, LLC (the “Managing Owner”) and JPMorgan Chase Bank, N.A., in its capacity as custodian hereunder (the “Custodian”).

     WHEREAS, the Trust is a Delaware statutory trust organized under 12 Del. Chapter 3801 et seq. (as amended from time to time, the “Delaware Trust Act”) composed of the following separate and distinct series (subject to such series receiving sufficient funding to commence trading and for so long as such series continues trading thereafter), referred to as the Brookshire Raw Materials (U.S.) Core USD Fund, Brookshire Raw Materials (U.S.) Core CDN Fund, Brookshire Raw Materials (U.S.) Agriculture USD Fund, Brookshire Raw Materials (U.S.) Agriculture CDN Fund, Brookshire Raw Materials (U.S.) Metals USD Fund, Brookshire Raw Materials (U.S.) Metals CDN Fund, Brookshire Raw Materials (U.S.) Energy USD Fund, Brookshire Raw Materials (U.S.) Energy CDN Fund, Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, and the Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund (each such series that receives sufficient funding to commence trading and for so long as such series continues trading, a “Fund” and collectively, the “Funds”), with Funds whose names includes “USD Fund” being denominated in U.S. Dollars and Funds whose names includes “CDN Fund” being denominated in Canadian Dollars;

     WHEREAS, the Managing Owner serves as the sole managing owner of the Trust and has complete management authority over the Trust;

     WHEREAS, the Trust and the Managing Owner wish to set up a (i) US Dollar denominated account (the “US Main Cash Account”) into which cash for the USD Funds will be initially deposited and upon the written instruction of the Managing Owner moved into the USD Fund accounts specified in such written notice and (ii) Canadian Dollar denominated account (the “Canadian Main Cash Account”) into which cash for the Canadian Funds will be initially deposited and upon the written instruction of the Managing Owner moved into the Canadian Fund accounts specified in such written notice; and

     WHEREAS, the Trust and the Managing Owner wish to set forth the terms and conditions pursuant to which JPMorgan Chase Bank, N.A. shall serve as custodian of securities owned by the USD Funds (the “US Securities”) and the CDN Funds (the “Canadian Securities”) (other than commodity futures contracts and forward contracts held in custody by each Fund’s futures commission merchants) (the US Securities and Canadian Securities (other than commodity futures contracts and forward contracts) (collectively referred to as “Investments”), cash and other assets of each Fund, collectively, “Assets”).

     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1

     1. Appointment.

          (a) The Trust and the Managing Owner hereby appoint the Custodian as custodian in respect of each Fund for the purposes set forth herein, and the Custodian hereby accepts such appointment and agrees to establish and maintain (a) the US Main Cash Account (in the case of a USD Fund) and the Canadian Main Cash Account (in the case of a CDN Fund) and (b) one or more segregated securities and cash accounts for each Fund to hold either US Assets or Canadian Assets for such Fund (with each such account being separate and distinct with respect to each Fund) in which Custodian will hold the respective Assets of each Fund as provided herein, in each case upon the terms and subject to the conditions set forth herein. Each such account shall be in the name of the applicable Fund.

          (b) Each Fund will deliver to the Custodian all Assets owned by it, and all payments of income, payments of principal or capital distributions received by it with respect to all Investments owned by such Fund from time to time. The Custodian shall not be under any duty or obligation to require any Fund to deliver to it any Assets owned by any Fund and shall have no responsibility or liability for or on account of Assets not so delivered.

          (c) The Custodian may from time to time in accordance with this Agreement appoint one or more domestic sub-custodians, foreign sub-custodians and interim sub-custodians to act on behalf of Custodian for each Fund (collectively, the “Sub-Custodians”). Sub-Custodians may include branches and affiliates of the Custodian.

          (d) All Assets of each Fund delivered to the Custodian, any Sub-Custodian or its agents shall be administered as provided in this Agreement. The duties of the Custodian with respect to each Fund’s delivered Assets shall be only as set forth expressly in this Agreement and no other duties shall be implied.

     2. Initial Deposit of Assets. The initial deposit of Assets for each Fund shall consist of funds transferred from the subscription escrow account for such Fund that is held by JPMorgan Chase Bank, N.A., in its capacity as the escrow agent (in such capacity, the “Escrow Agent”) pursuant to that certain Subscription Escrow Agreement dated October 12, 2007 (the “Subscription Escrow Agreement”), following the Initial Closing (as defined in the Subscription Escrow Agreement) for such Fund

     3. Additional Deposits of Assets.

          (a) From time to time following the Initial Closing of a Fund, one or more additional persons or entities may subscribe to such Fund (each, an “Additional Subscription”). Proceeds of each Additional Subscription shall be deposited with the Custodian in the US Main Cash Account (in the case of a US dollar subscription) or the Canadian Main Cash Account (in the case of a Canadian dollar subscription), and from there moved into the appropriate USD Fund account or Canadian Fund account only upon the written instruction of the Managing Owner.

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          (b) The Managing Owner shall instruct subscribers and prospective subscribers to make checks for subscriptions payable to the order of “JPMorgan Chase Bank, NA as Custodian for Brookshire Raw Materials” or send wire transfers for subscriptions directly to the Custodian in accordance with the instructions set forth on Schedule 2 attached hereto. If Custodian receives any U.S. dollar checks that are sent to the Custodian but not made payable in conformity to this Section 3(b), the Custodian shall promptly notify the Managing Owner and shall not deposit the same into the US Main Cash Account (in the case of a US dollar subscription). The Managing Owner shall then be entitled to work with the transmitter of such check for a period not to exceed five (5) Business Days (as hereinafter defined). In the event that the Managing Owner is unable to have such defect remedied within such five (5) Business Day period, the Custodian shall reject such checks and return them to their sender. Any wires that are sent to the Custodian or the Sub-Custodian but not made payable in conformity to this Section 3(b) shall not be deposited to the US Main Cash Account (in the case of a US dollar subscription) or to the Canadian Main Cash Account (in the case of a Canadian dollar subscription) but shall be rejected by the Custodian or the Sub-Custodian, as applicable.

          (c) For any U.S. dollar check returned unpaid to the Custodian, such unpaid amount shall be debited against the US Main Cash Account and the Custodian shall promptly notify the Managing Owner thereof and return the returned check to the sender thereof.

     4. Instructions.

          (a) Unless otherwise explicitly indicated herein, the Custodian shall perform its duties pursuant to written instructions provided to the Custodian by the Managing Owner (“Instructions”). Instructions shall be valid only if given by an authorized person listed on Schedule 4 (an “Authorized Person”). Instructions may be transmitted by the Managing Owner to the Custodian only in writing. The Custodian shall follow such written Instructions; provided, that (i) the Custodian shall have no liability for shipping and insurance costs associated therewith, and (ii) full payment shall have been made to the Custodian of its compensation, costs, expenses and other amounts to which it is entitled to under this Agreement.

          (b) The Custodian may treat any Authorized Person as having full authority of the Managing Owner to issue Instructions hereunder unless Schedule 4 contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority of Authorized Persons until it receives appropriate written notice from the Managing Owner to the contrary.

          (c) The applicable Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in the applicable Fund’s Investments and upon any delivery and transfer of any Investment or moneys, the Authorized Person initiating such Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation:

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          (i) The transaction date, and the date and location of settlement;

          (ii) The specification of the type of transaction;

          (iii) A description of the Assets in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered, currency information and identifying number such as a CUSIP, SEDOL or ISIN number. The Custodian shall be entitled to rely on such descriptive information as controlling notwithstanding any inconsistency contained in such Instruction, particularly with respect to the description of the security in question; and

          (iv) The name of the broker and broker number or similar entity and number concerned with execution of the transaction (if applicable).

          (d) If the Custodian believes an Instruction to be either unclear or incomplete, the Custodian may give prompt notice of such determination to the Managing Owner, and the Managing Owner shall thereupon amend or otherwise reform such 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.

     5. Safekeeping of Fund Assets.

          (a) General. The Custodian shall keep safely the Assets of each Fund that have been delivered to the Custodian and from time to time shall accept delivery of Assets of each Fund for safekeeping.

          (b) Use of Securities Depositories. The Custodian may deposit and maintain the US Securities in (i) The Depository Trust Company, (ii) the Participants Trust Company, (iii) any book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, Subpart B of 31CFR Part 350, or the book-entry regulations of federal agencies substantially in the form of Subpart O, or (iv) any other domestic clearing agency registered with the Securities and Exchange Commission (the “SEC”) under Section 17A of the Securities Exchange Act of 1934, as amended, which acts as a securities depository and whose use the Trust has previously approved (each of the foregoing being referred to in this Agreement as a “Securities Depositary”), appointed by the Custodian either directly or through one or more Sub-Custodians. US Securities held in a Securities Depository shall be held (i) 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 Sub-Custodian as the case may be, and (ii) in an account for each Fund or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such US Securities in the Depository. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, Sub-Custodian or (any agent of either) from holding its client assets in such a separate account, the Custodian, Sub-Custodian or other agent shall as appropriate segregate such Investments for benefit of the applicable Fund or for the benefit of clients

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of the Custodian generally on its own books. The parties understand that Canadian Securities held by the Custodian, Sub-Custodian or other agent will not be held in the above-mentioned Securities Depositories.

          (c) Certificated Assets. Investments which are certificated may be held in registered or bearer form: (i) in the Custodian’s vault; (ii) in the vault of a Sub-Custodian or an agent of the Custodian; or (iii) in an account maintained by the Custodian Sub-Custodian or, in the case of US Securities, by an agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held, in the name of and for the applicable Fund.

          (d) Registered Assets. Investments which are registered may be registered in the name of the applicable Fund or a nominee (other than a nominee of the Custodian or Sub-Custodian) for any of the foregoing, and may be held in any manner set forth in Section 3(b) above without any identification of fiduciary capacity in such registration.

          (e) Book Entry Assets. Investments which are represented by book-entry may be so held in an account maintained by a book-entry agent on behalf of the Custodian or another agent of the Custodian, or a Securities Depository.

          (f) Replacement of Lost Investments. In the event of a loss of any Investments for which 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 applicable Fund 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, if less, such other amount as shall be agreed by the parties as the date for settlement.

     6. Additional Duties of the Custodian. The Custodian shall perform the following duties with respect to Investments of each Fund.

          (a) Purchase of Investments. Pursuant to Instructions, Investments for a Fund purchased for the account of such Fund shall be paid for (i) against delivery thereof to the Custodian, a Sub-Custodian, 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 (ii) otherwise in accordance with an Instruction, applicable law, generally accepted trade practices, or the terms of the instrument representing such Investment.

          (b) Sale of Investments. Pursuant to Instructions, Investments sold for the account of a Fund shall be delivered (i) against payment therefor, by check or by bank wire transfer, (ii) by credit to the account of the Custodian or a Sub-Custodian with a clearing corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such clearing corporation), or (iii) 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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          (c) Contractual Obligations and Similar Investments. From time to time, a 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 a Fund shall at any time acquire such Investments, including without limitation deposit obligations, the Custodian shall (i) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (ii) perform on such 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 such 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 such Fund.

          (f) Surrender of Securities. As directed by Instruction, the Custodian may surrender securities: (i) in temporary form for definitive securities; (ii) for transfer into the name of an entity allowable under Section 3(d); and (iii) for a different number of certificates or instruments representing the same principal amount of indebtedness.

          (g) Income Collection. Unless otherwise directed by Instruction, the Custodian shall receive any amount due and payable to each Fund with respect to Investments and promptly credit the amount collected to such Fund’s account; provided, however, that the Custodian shall not be responsible for: (i) the collection of amounts due and payable with respect to Investments that are in default or (ii) the collection of cash or security entitlements with respect to Investments that are not registered in the name of the Custodian, a Sub-Custodian or a nominee thereof. 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 a Fund with respect to Investments. Where dividends, interest or other entitlements or benefits arise in relation to the Assets held in any pooled account together with assets held by the Custodian for other clients, the Custodian will allocate to the Fund for whom it holds such Assets a pro rata share in such entitlements in proportion to the pro rata share of the pooled account assets held for the benefit of such Fund. Where an allocation of a pro rata entitlement would otherwise require the Custodian to allocate a fraction of a currency unit or other asset to the relevant Fund, such fraction may be retained by the Custodian as an additional fee.

          (h) Taxes.

          (i) Each Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (collectively, “Taxes”), with respect to any Assets held on behalf of a Fund or any transaction related thereto. In accordance with Section 13, the Custodian shall be indemnified by the Trust and the applicable Fund(s) for the amount of any Tax that the Custodian, Sub-Custodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions

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made to or for the account of the Trust or a Fund (including any payment of Tax required by reason of an earlier failure to withhold). In the event that the Custodian or Sub-Custodian is required under applicable law to pay any Tax on behalf of a Fund with respect to interest earned on cash deposits, the Custodian is hereby authorized to withdraw cash from any US Cash Account or Canadian Cash Account for that particular Fund only, in the amount required to pay such Tax and to use such cash, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts for that particular Fund is not sufficient to pay such Tax, the Custodian shall promptly notify the Managing Owner of the additional amount of cash (in the appropriate currency) required, and the Managing Owner shall directly deposit such additional amount in the appropriate cash account for that Fund promptly after receipt of such notice, for use by the Custodian as specified herein.

          (ii) The Custodian and each Sub-Custodian shall be indemnified in accordance with Section 13 in respect of any liability arising from any under-withholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify the Custodian and each Sub-Custodian shall survive the resignation or removal of the Custodian or the termination of this Agreement.

          (iii) All interest earned on cash deposited with the Custodian under this Agreement by a particular Fund shall be allocated and reported by the Custodian to the IRS as income of such Fund. The Custodian shall file U.S. information returns based on the income of each Fund and will withhold any taxes as are required by any law or regulation then in effect. The parties hereto acknowledge and agree that (A) the Custodian will only be reporting under U.S. law, and (B) the Custodian will not report any income earned by a Fund under this Agreement to any subscriber.

          (j) Transaction Records.

          (i) The Custodian shall furnish to the Managing Owner and the Trust (on behalf of each Fund), on a monthly basis, a statement setting forth daily transactions and a monthly summary of all transfers to or from each account maintained by the Custodian (either directly or through a Sub-Custodian) on behalf of each Fund.

          (ii) Receipt, investment and reinvestment of the Assets shall be confirmed by the Custodian as soon as practicable by account statement, and any discrepancies in any such account statement shall be noted by the Managing Owner or the Trust to Custodian within thirty (30) calendar days after receipt thereof. Failure to inform the Custodian in writing of any discrepancies in any such account statement within said thirty (30) day period shall conclusively be deemed confirmation of such account statement in its entirety.

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     7. Cash Accounts, Deposits and Money Movements. Subject to the terms and conditions set forth in this Section 7, the Trust and the Managing Owner each hereby authorize the Custodian to open and maintain on behalf of each Fund, with itself, or with a Sub-Custodian US dollar cash accounts and Canadian dollar cash accounts, or in such other cash account(s) to hold other currencies, as the Managing Owner shall from time to time request by Instruction, as shall be acceptable to the Custodian.

          (a) Types of Cash Accounts. Cash accounts opened on the books of the Custodian shall be opened in the name of the applicable Fund. 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.

          (b) Payments and Credits with Respect to Cash Accounts. The Custodian shall make payments from or deposits to any of said accounts in the course of carrying out its administrative duties, including but not limited to income receipt with respect to a Fund’s Investments, and otherwise in accordance with Instructions. The Custodian 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 cash 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.

          (c) Foreign Exchange Transactions. The Custodian may be asked to exchange currencies of the United States with other currencies.

          (d) Custodian’s Rights. The Custodian shall not be obligated to make any advance or to allow an advance to occur to a Fund, and in the event that the Custodian 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 applicable 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 any other person, the Custodian may assign all or part of its security interest and any other rights granted to the Custodian hereunder to such other person. If the applicable Fund shall fail to repay the costs of such advance 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 cash account of such Fund equal to such costs, and the Fund authorizes the Custodian, on behalf of such Fund, to withdraw an amount equal to such advance costs irrevocably to such other person, and to dispose of any Assets in such Account to the extent necessary to make such payment. Any Investments and funds 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 shall have the rights and benefits of a secured creditor that is a securities intermediary under such Articles 7 and 8.

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     8. Responsibilities of the Custodian.

          (a) General. In performing its duties and obligations hereunder, the Custodian shall use reasonable care under the facts and circumstances prevailing in the market. Subject to the specific provisions of this Section 8, the Custodian shall be liable for any direct damage or loss incurred by any Fund for which of the Custodian’s or a Sub-Custodian’s gross negligence or willful misconduct was a primary cause of such damage or loss as determined by a court of competent jurisdiction. 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 (including but not limited to lost profits), even if the Custodian has been advised of the possibility of such damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in any Fund’s Investments or to provide investment advice with respect to such Investments and that any Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer. The Custodian shall have no liability in its capacity as Custodian under and no duty to inquire as to the provisions of any agreement other than this Custody Agreement. The Custodian may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Custodian shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Custodian shall have no duty to solicit any payments which may be due it or the Account. The Custodian may execute any of its powers and perform any of its duties hereunder directly or through Sub-Custodians, agents or attorneys (and shall be liable in the case of agents and attorneys only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Custodian shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Custodian shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Custody Agreement, it shall be entitled to refrain from taking any action and its sole obligation, subject to applicable law and regulation, shall be to keep safely all property held under the terms of this Custody Agreement until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction.

          (b) 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:

          (i) Force Majeure. “Force Majeure” shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Sub-Custodian or any agent of the Custodian or a Sub-Custodian which adversely affects the performance by the Custodian of its obligations hereunder by a Sub-Custodian or by any other agent of the Custodian, or a Sub-Custodian including any event caused by, arising out of or involving (A) an act of God, (B) accident,

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fire, water 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 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 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 Sovereign Risk, or (I) any other cause similarly beyond the reasonable control of the Custodian.

          (ii) Sovereign Risk. “Sovereign Risk” shall mean, in respect of any jurisdiction, including the United States of America, where Investments are acquired or held hereunder, (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 any 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.

          (c) Limitations on Liability. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

          (i) Failure of Third Parties. The failure of any third party including: (A) the Managing Owner; (B) any futures commission merchant(s); (C) any issuer of Investments or book-entry or other agent of any issuer; (D) any counterparty with respect to any Investment, including any issuer of exchange, traded or other futures, option, derivative or commodities contract; (E) failure of an investment advisor or other agent of any Fund; or (F) failure of other third parties similarly beyond the control or choice of the Custodian.

          (ii) Information Sources. The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received 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 for the failure of any commercially reasonable information provider.

          (iii) Reliance on Instruction. Action by the Custodian or a Sub-Custodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Trust Agreement of the Trust, applicable law, or actions by the owners of a Fund.

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          (iv) Restricted Securities. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of a Fund.

     9. Succession. The Custodian may resign and be discharged from its duties or obligations hereunder by giving 60 days’ advance notice in writing of such resignation to the other parties hereto specifying a date when such resignation shall take effect. The Custodian shall have the right to receive from the Managing Owner an amount equal to any amount due and owing to the Custodian, plus any costs and expenses the Custodian shall have reasonably incurred in connection with the termination of this Agreement. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of the Custodian may be transferred, shall be the Custodian under this Agreement without further act.

     10. Termination.

          (a) This Agreement shall continue and remain in force and effect for a period of one (1) year from the day hereof and thereafter for further successive periods of one (1) year each, in perpetuity, unless and until terminated in accordance with the remainder of this Section 10.

          (b) The Managing Owner and/or the Trust giving written notice to the Custodian (either with respect to any or all of the Funds) may terminate this Agreement on sixty (60) days’ prior written notice (or at such earlier date as may be agreed between the Managing Owner and the Custodian). Any such notice shall specify the Funds to which the termination of this Agreement is being effected and for the avoidance of doubt, it is understood and agreed that the termination of this Agreement with respect to one or more Funds shall not affect the effectiveness of this Agreement with respect to Funds not specified in the termination notice.

          (c) In the event that the Trust or a Fund terminates in accordance with the Trust Agreement, this Agreement shall terminate, effective as of such time, with respect to the Trust and all Funds (in the event that the Trust is terminated) or the applicable Fund(s) (in the event that one or more Funds are terminated), but only upon written notice from the Managing Owner. The Managing Owner shall give the Custodian prompt written notice of the termination of the Trust and/or one or more Funds. Any such notice shall specify the Funds to which the termination of this Agreement is being effected and for the avoidance of doubt, it is understood and agreed that the termination of this Agreement with respect to one or more Funds shall not affect the effectiveness of this Agreement with respect to Funds not specified in the termination notice.

          (d) In addition, without prejudice to any of the rights or obligations accrued up to the time of termination, this Agreement may be terminated by either (i) the Managing Owner giving written notice to the Custodian (either with respect to any or all

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of the Funds) or (ii) the Custodian giving written notice to the Managing Owner and the Trust (either with respect to any or all of the Funds):

          (i) if the other party(ies) has/have committed any material breach of its obligations under this Agreement and failed to cure such breach within thirty (30) days of receipt of notice from the other requiring it so to do; or

          (ii) if the other party(ies) (A) applies/apply for or consents to the appointment of a receiver, trustee, custodian, or liquidator because of its inability to pay its debts as they mature; (B) makes/make a general assignment for the benefit of creditors; (C) becomes/become adjudicated as bankrupt or insolvent or becomes the subject of an order for relief under Title 11 of the United States Code or any foreign counterpart thereto; (D) files/file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under such law; or (E) suffers/suffer the filing against it of an involuntary petition seeking relief under Title 11 of the United States Code or any foreign counterpart thereto, and any such action remains as not remedied for 90 consecutive days; or

          (iii) if an order, judgment or decree is entered, without the application, approval or consent of the other party(ies), by any court of competent jurisdiction, approving a petition seeking reorganization or appointing a receiver of such other party or substantially all of the assets of such other party, and such order, judgment or decrees continues unstayed and in effect for any period of 60 consecutive days.

     Upon termination of this Agreement, if any Assets remain in any account of any Fund, the Custodian shall deliver to the applicable Fund such Assets as directed in writing by the Managing Owner. Except as otherwise provided herein, all obligations of the parties to each other under this Agreement shall cease upon termination of this Agreement.

     11. Fees. The Managing Owner agrees to (a) pay the Custodian upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing by the Managing Owner and the Custodian shall be as described in Schedule 3 attached hereto, and (b) pay or reimburse the Custodian upon request for all reasonable and appropriately evidenced expenses, disbursements and advances (other than those expenses, disbursements and advances for which the Managing Owner and the Trust would not be required to indemnify the Indemnitees pursuant to Section 12), including reasonable attorney’s fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Agreement. The parties hereto acknowledge that this Section 11 shall survive the resignation or removal of the Custodian or the termination of this Agreement

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     12. Indemnity. The (a) Managing Owner and the Trust (in the case of a claim against Custodian with respect to the Trust itself or all Funds), (b) the Managing Owner and the applicable Fund(s) (in the case of a claim against Custodian with respect to one or more specific Funds) shall jointly and severally indemnify, defend and save harmless the Custodian and its directors, officers, agents and employees (collectively, the “Indemnitees”) from all loss, liability or expense incurred by any of them (including reasonable attorney’s fees and expenses) arising out of or in connection with (i) the Custodian’s execution and performance of this Agreement, except in the case of any Indemnitee, to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such Indemnitee, or (ii) such Indemnitee’s following any instructions or other directions reasonably believed by such Indemnitee to be from the Managing Owner or the Trust, except to the extent that the Custodian’s following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Custodian or the termination of this Agreement.

     13. TINs. The Managing Owner, the Trust and each Fund represents (severally and not jointly) that its correct TIN assigned by the Internal Revenue Service (“IRS”) and any other applicable taxing authority is set forth in Schedule 1. Upon execution of this Agreement, the Managing Owner, the Trust and each Fund shall provide the Custodian with a fully executed IRS Form W-9 or W-8, which shall include the TIN of the Managing Owner, the Trust or such Fund, as applicable.

     14. Notices.

          (a) All communications hereunder shall be in writing and shall be deemed to be duly given and received: (i) upon delivery if delivered personally or upon confirmed transmittal if by facsimile; (ii) on the next Business Day (as hereinafter defined) if sent by overnight courier; or (iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth on Schedule 1 or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested

          (b) In the event that the Custodian, in its sole discretion, shall determine that an emergency exists, the Custodian may use such other means of communication as the Custodian deems appropriate.

          (c ) “Business Day” shall mean any day other than a Saturday, Sunday or other day on which the Custodian or a Sub-Custodian hereunder located in New York, the United Kingdom or Canada is authorized or required by law or executive order to remain closed.

     15. Fund Disclaimer. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that the Trust is organized in series pursuant to Sections 3804(a) and 3806(b)(2) of the Delaware Trust Act. As such, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each series of the Trust shall be enforceable against the assets of such series of the Trust only, and not against the assets of the Trust generally or the assets of

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any other series of the Trust or against the Trustee. There may be several series of the Trust created pursuant to the Trust Agreement of the Trust.

     16. Limitation of Limited Owner and Managing Owner Liability. This Agreement has been made and executed by and on behalf of the Custodian, the Trust and the Managing Owner. The obligations of the Custodian, the Trust and/or the Managing Owner set forth herein are not binding upon any of the Limited Owners individually but are binding only upon the assets and property identified herein. No resort shall be had to the assets of other Funds or the Limited Owners’ assets or personal property, for the satisfaction of any obligation or claim with respect to a different Fund hereunder. The obligations of the Trust set forth herein are not binding upon the Managing Owner. No resort shall be had to the assets of the Managing Owner’s assets or personal property, for the satisfaction of any of the Trust’s, and Funds’ or the Limited Owners’ obligations or claims hereunder.

     17. Subordination of Certain Claims and Rights. Except for amounts hereunder for which the Managing Owner is responsible (for which the Managing Owner shall be responsible for paying), the Custodian agrees and consents (the “Consent”) to look solely to the applicable Fund (the “Contracting Fund”) and its assets (the “Contracting Fund Assets”) for payment. The Contracting 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 the Contracting Fund, including, without limitation, funds delivered to the Trust for the purchase of units in a Fund. In furtherance of the Consent, the Custodian agrees that any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) incurred, contracted for or otherwise existing arising from, related to or in connection with the Trust and its assets and the Contracting Fund and the Contracting Fund Assets, shall be subject to the following limitations:

          (a) Except as set forth below, the Claims, if any, of the Custodian (the “Subordinated Claims”) incurred, contracted for or otherwise existing, arising from, related to or in connection with the Contracting Fund and the Contracting Fund Assets and the assets of the Trust shall be expressly subordinate and junior in right of payment to any and all other Claims against the Trust and the Contracting Fund and any of their respective assets which may arise as a matter of Law or pursuant to any Contract; provided, however, that bona fide Claims of the Custodian, if any, against the Contracting Fund shall be pari passu and equal in right of repayment and distribution with all other bona fide Claims against the Contracting Fund;

          (b) The Custodian will not take, demand or receive from any Fund or the Trust or any of their respective assets (other than the Contracting Fund or its assets) any payment for the Subordinated Claims, except in accordance with this Section 17;

          (c) Subject to this Section 17, the Claims of the Custodian with respect to the Contracting Fund shall only be asserted and enforceable against the Contracting Fund’s assets and the Managing Owner and its assets, and shall not be asserted or

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enforceable for any reason whatsoever against the assets of any other Fund or the Trust generally;

          (d) If the Claims of the Custodian against the Contracting Fund or the Trust are secured in whole or in part, the Custodian 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 other Fund, as the case may be;

          (e) In furtherance of the foregoing, if and to the extent that the Custodian receives monies in connection with the Subordinated Claims from a Fund or the Trust (or their respective assets) other than the Contracting Fund or the Managing Owner and their respective assets and except as permitted by this Section 17, the Custodian shall be deemed to hold such monies in trust and shall promptly remit such monies to the Fund or the Trust that paid such amounts for distribution by such Fund or the Trust in accordance with the terms hereof; and

          (f) The provisions of this Section 17 shall apply at all times notwithstanding that the Claims are satisfied, and notwithstanding that the agreements in respect of such Claims are terminated, rescinded or canceled.

     18. Investment of Accounts. During the term of this Custody Agreement, cash in the USD Fund accounts (i.e., which is not invested in US Securities) shall be invested in a Trust Account at JPMorgan Chase Bank, N.A. (a “Trust Account”) or a successor or similar investment offered by the Custodian, unless otherwise instructed in writing by the Managing Owner and as shall be acceptable to the Custodian. Cash in the Canadian Fund accounts (i.e., which is not invested in Canadian Securities) shall be invested in a Canadian Dollar interest bearing Deposit Account (“Deposit Account”) or a successor or similar investment offered by the applicable Sub-Custodian, unless otherwise instructed in writing by the Managing Owner and as shall be acceptable to the Custodian. The Custodian will provide compensation on balances in the respective securities accounts (to the extent not invested in US Securities or Canadian Securities) at a rate determined by the Custodian from time to time. The Custodian is hereby authorized to execute purchases and sales of investments through its own trading facilities or capital markets operations or those of an affiliated entity. The Custodian or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging an agency fee in connection with each transaction. The Custodian shall not have any liability for any loss sustained as a result of any investment made pursuant to the terms of this Custody Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the Managing Owner to give the Custodian instructions to invest or reinvest the Assets. The Custodian shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The parties hereto acknowledge and agree that the US Main Cash account and Canadian Main Cash account will be non-interest bearing accounts where funds will be held uninvested and without compensation thereunder.

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     19. Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Custodian to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the parties acknowledge that Section 326 of the USA PATRIOT Act and the Custodian’s identity verification procedures require the Custodian to obtain information which may be used to confirm the parties identity including without limitation name, address and organizational documents (“identifying information”). The parties agree to provide the Custodian with and consent to the Custodian obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Custodian.

     20. Security Procedures. In the event funds transfer instructions are given (other than in writing at the time of execution of this Custody Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by telecopier or otherwise, the Custodian is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 4 hereto (“Schedule 4”), and the Custodian may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Custodian. If the Custodian is unable to contact any of the authorized representatives identified in Schedule 4, the Custodian is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of the Managing Owner’s executive officers (“Executive Officers”), which shall include the titles of President, Chief Financial Officer and General Counsel, as the Custodian may select. Such “Executive Officer” shall deliver to the Custodian a fully executed Incumbency Certificate, and the Custodian may rely upon the confirmation of anyone purporting to be any such officer. The Custodian and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the managing Owner or the Trust to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Custodian may apply any of the funds from the applicable Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. All funds transfer must be executed by the persons listed on Schedule 4 hereto. The person confirming such funds transfer instructions must not be the same person who authorized said funds transfer. The parties to this Agreement acknowledge that these security procedures are commercially reasonable.

     21. Miscellaneous. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the parties hereto. The parties hereby acknowledge and agree that this Agreement shall be amended upon mutually agreeable terms to provide for electronic transaction processing on the Custodian’s Transaction Initiation Platform. Neither this Agreement nor any right or interest hereunder may be assigned in whole or in part by any party, without the prior consent of the other parties. This Agreement shall be governed by and construed under the laws of the State of New York, except for Sections 15, 16 and 17, which shall be

16

governed by and construed under the laws of the State of Delaware. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of New York. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

17

IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as of the date first written above.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Custodian
By:	/s/ Gary P. Shea
	Name:	Gary P. Shea
	Title:	Vice President
BROOKSHIRE RAW MATERIALS MANAGEMENT, LLC, as Managing Owner
By:	/s/ John M. Marshall
	Name:	John M. Marshall
	Title:	Chief Executive Officer and Manager
BROOKSHIRE RAW MATERIALS (U.S.) TRUST, for and on behalf of each Fund
By:	Brookshire Raw Materials Management, LLC, its sole managing owner
By:	/s/ John M. Marshall
	Name:	John M. Marshall
	Title:	Chief Executive Officer and Manager

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Schedule 1

Trust Notice Address:	c/o Brookshire Raw Materials Management, LLC
	100 Hart Road, Suite 210
	Barrington, IL 60010
	Attention: Clyde Harrison
Managing Owner Notice Address	100 Hart Road, Suite 210
	Barrington, IL 60010
	Attention: Clyde Harrison
Custodian Notice Address:	(with respect to Canadian accounts)
	JPMorgan Chase Bank, N.A.acting through its
	London Branch
	60 Victoria Embankment
	London
	EC4Y 0JP
	Attention: Escrow Administration
	Fax No.
	(with respect to U.S. accounts and all other matters with respect to this Custody Agreement)
	JPMorgan Chase Bank, N.A.
	Attn: Collateral and Agency Services
	4 New York Plaza, 21st Floor
	New York, NY 10004
	Attention: Gregory P. Shea/Sandra Frierson
	With a copy to
	JPMorgan Chase Bank, N.A.
	UK Office address to follow
	London Branch
	60 Victoria Embankment
	London
	EC4Y 0JP
	Attention: Escrow Administration
	Fax No.

19

Schedule 2

Wire Instructions for Custody Funds for the Funds

[to follow]

20

Schedule 3

Compensation

21

Schedule 4

Authorized Persons

If by the Managing Owner-General (other than as noted below:

Name	Telephone Number	Signatures
1. Stephen Adams	888-877-2719
2. Gary Sugar	888-877-2719

If by the Managing Owner-Solely with respect to issuing instructions to buy, sell or exchange fixed income securities, give and confirm funds transfer instructions and provide FX trade instructions:

Name	Telephone Number	Signatures
1. Dick Chambers
2. Stephen Adams	888-877-2719

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EX-10.5

EXHIBIT 10.5

BROOKSHIRE™ RAW MATERIALS (U.S.) TRUST

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

IMPORTANT: READ ALL PAGES IN THIS PACKET BEFORE SIGNING

The undersigned, by execution and delivery of this Subscription Agreement and Power of Attorney and by payment of the purchase price for Units in the applicable Fund of Brookshire™ Raw Materials (U.S.) Trust (the “Trust”) hereby subscribes for the purchase of Units in the amount set forth below. Capitalized terms not defined in this Subscription Agreement and Power of Attorney have the meanings given to such terms in the final prospectus and disclosure document of the Trust, as amended or supplemented from time to time (the “Prospectus”), and the Amended and Restated Declaration of Trust and Trust Agreement of the Trust, a copy of which is attached as an exhibit to the Prospectus.

1) Status of Subscriber(s) (Check one):	2) Specify Fund (check appropriate box(es)), number of Units and total dollar amount of subscription:
		Dollar Amount
¨   New Subscriber(s)	¨ Brookshire™ Raw Materials (U.S.) Core USD Fund	$
¨   Existing Owner(s)	¨ Brookshire™ Raw Materials (U.S.) Core CDN Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Agriculture USD Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Agriculture CDN Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Metals USD Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Metals CDN Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Energy USD Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Energy CDN Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Accelerated Core USD Fund	$
	¨ Brookshire™ Raw Materials (U.S.) Accelerated Core CDN Fund	$

3) B/D Investor Account Number:                                                             

4) Social Security #                      —                      —                      or Taxpayer ID# _______________

Taxable Investors (check one):

¨ Individual Ownership	¨ Tenants in Common/Entirety	¨ Estate	¨ UGMA/UTMA (Minor)
¨ Partnership	¨ Joint Tenants with Right of Survivorship	¨ Trust	¨ Corporation
Non-Taxable Investors (check one)
¨ IRA/SEP/Roth	¨ Defined Contribution Plans ¨ Defined Benefit Plans	¨ Non-ERISA	¨ Other (specify)

5)	¨ Check here if the Subscriber(s) is (are) a Benefit Plan Investor.
	¨ Check here if the Subscriber(s) is (are) not a Benefit Plan Investor. If this box is checked, the Subscriber(s) certify(ies) that it (they) will not become a Benefit Plan Investor until such time as the Managing Owner notifies the Subscriber(s) that such Fund is intended to be qualified as a publicly traded security or the Subscriber has obtained the consent of the Managing Owner. _______ Please initial.
6)	Full Registration Name of Subscriber(s) (No Initials): including Individuals, Partnerships, Joint Partnership, Estates, Trusts, and Corporations

7)	Resident Address and Telephone Number of Subscriber
	Street (P.O. Box not acceptable)              City            State            Zip Code             Telephone Number
8)	Mailing Address and Telephone Number (if different)
	Street (P.O. Box not acceptable)              City            State            Zip Code             Telephone Number
9)	Address and Telephone Number of Custodian (if applicable)
	Street (P.O. Box not acceptable)              City            State            Zip Code             Telephone Number

1

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

SUBSCRIBER(S) MUST SIGN

Signature of Subscriber Date Signature of Joint Subscriber (if any) or Custodian Date

Executing and delivering this Subscription Agreement and Power of Attorney shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933, as amended, or under the Securities and Exchange Act of 1934, as amended.

UNITED STATES INVESTORS ONLY

I have checked the following box if I am subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: (See directions for definition of subjectivity to backup withholdings). Under penalties of perjury, by signature above I hereby certify that the Social Security Number or Taxpayer Identification Number next to my name is my true, correct and complete Social Security or Taxpayer Identification Number and that the information given in the immediately preceding sentence is true, correct and complete. ¨

NON-UNITED STATES INVESTORS ONLY

Under penalties of perjury, by signature above and by checking the following box I hereby certify that (a) I am not a citizen of the United States or (b) (in the case of an investor, which is not any individual) the investor is not a United States corporation, partnership, estate or trust. ¨

FINANCIAL ADVISOR MUST SIGN

I hereby certify that I have informed the Subscriber of all pertinent facts relating to the liquidity and marketability of Units as set forth in the Prospectus dated September 24, 2007, and I have reasonable grounds to believe (on the basis of information obtained from the person(s) named above concerning such age, investment objectives, investment experience, income, net worth, financial situation and needs, other investments of the person and any other information known by me) that (a) the purchase of Units is a suitable and appropriate investment for such person(s); (b) such person(s) meet(s) the minimum income and net worth standards; (c) such person(s) can benefit from the investment based on such person(s) overall investment objectives and portfolio structure; (d) such person(s) has a fair market net worth to bear the economic risk of the investment; and (e) such person(s) has (have) an understanding of the fundamental risks of the investment, the risk that an investor may lose its entire investment, the restriction on the liquidity of the Units, the restrictions on the transferability of the Units and the background and qualifications of the Selling Agent; (f) such person(s) satisfy the requirements to become a Subscriber on the basis set forth in the Prospectus and this Subscription Agreement and Power of Attorney; (g) acceptance of the Person’s subscription will not otherwise breach any laws, rules and regulations designed to avoid money laundering applicable either to the Selling Agent, the Managing Owner, the Trust and Each Fund.

I have ensured that a current Prospectus, together with the most recent Monthly Report for the applicable Fund, if such Fund has commenced trading, has been furnished to the person(s) named above at least 5 Business Days prior to the date of this Subscription Agreement and Power of Attorney.

I have received all documents required to accept this subscription and acknowledge the suitability of the Subscriber and the amount of the subscription for each Fund. If the Subscriber is other than an individual, I acknowledge that my review of the Subscriber’s governing documents indicates that such documents permit investment in commodities funds whose principal business is speculative futures trading.

Signature of Financial Advisor	Date	Office Manager Signature	Date
		(if required by Selling Agent procedures)

Selling Agent Name	F.A. Name
	(print clearly for proper credit)

F.A. Phone F.A. Fax F.A. Email Address Branch ID FA. Number

F.A. Address
(for confirmations)

Street Address

2

Dear Sir/Madam:

1. Subscription for Units. By submitting this Subscription Agreement and Power of Attorney and by payment of the purchase price for units of beneficial interest (“Units”) in the applicable fund (a “Fund”) of Brookshire™ Raw Materials (U.S.) Trust (the “Trust”), I hereby subscribe for the number of Units in the applicable Fund set forth on the cover page to this Subscription Agreement and Power of Attorney. The purchase price for such Units is $10.00 per Unit during the Initial Offering Period and then-current net asset value per Unit of the applicable Fund(s) as per the Valuation Point on the Subscription Date during the Continuous Offering Period. The terms of the offering of the Units are described in the Prospectus. Brookshire Raw Materials Management, LLC (the “Managing Owner”) or the Administrator may, in its sole and absolute discretion, accept or reject any subscription in whole or in part. In this Subscription Agreement and Power of Attorney, references to “I” or “me” refer to each person or entity listed as a Subscriber on Item 6 on the cover page of this Subscription Agreement and Power of Attorney.

2. Representation and Warranties of Subscriber. I hereby represent and warrant to the Trust, the Funds and the Managing Owner as follows (please initial each provision):

(1)	_____	If I am not acting on behalf of a Benefit Plan Investor, I have either (i) a net worth (exclusive of home, home furnishings, and automobiles) of at least $250,000 or (ii) a net worth (similarly calculated) of at least $70,000 and an annual gross income of at least $70,000 and not more than 10% of my net worth is invested in any Fund or in all Funds combined. If I am acting on behalf of a Benefit Plan Investor that is an IRA or a Keogh Plan which covers no common law employees or a Plan that is not subject to ERISA, each Participant meets the net worth and gross income requirement in the preceding sentence, and not more than 10% of its assets is invested in any Fund or in all Funds combined. If I am acting on behalf of a Plan subject to ERISA, the assets of the Plan are at least $250,000 and its investment in any Fund or in all Funds combined does not exceed 10% of the assets of such Plan at the time of investment.
(2)	_____	At least five (5) Business Days prior to the date of execution of this Subscription Agreement and Power of Attorney, I have received a Prospectus for the Trust — including the appendices and supplements, if any — which constitutes its Commodity Futures Trading Commission (“CFTC”) Disclosure Document, the Amended and Restated Declaration of Trust and Trust Agreement and summary financial information relating to the applicable Fund current within 60 calendar days — dated within nine months of the date on which I have subscribed to purchase Units. If trading for the applicable Fund has commenced, I have received a copy of its most recent monthly report as required by the CFTC. All of the information that I have provided in connection with this Subscription Agreement and Power of Attorney is true, correct, and complete as of the date of execution of this Subscription Agreement and Power of Attorney, and if there should be any material change in such information prior to my admission in the applicable Fund(s) as a Limited Owner, I will immediately furnish such revised or corrected information to the Administrator (on behalf of the Managing Owner). I will furnish the Administrator or Managing Owner, as applicable, with such other documents as either of them may request to evaluate this subscription. To my best knowledge, I am independent of the Trust, the Trustee, the Managing Owner and my Selling Agent and the decision to invest in Units was made entirely independently of such parties, and was not part of a coordinated or joint investment effort with one or more other investors. I either (i) am not required to be registered with the CFTC or to be a member of the National Futures Association (“NFA”); or (ii) if required to be so registered, I am duly registered with the CFTC and am a member in good standing of the NFA.
(3)	_____	This Subscription Agreement and Power of Attorney will be, duly executed and delivered by me and constitutes a legally valid and binding obligation of me, the entity for which I am subscribing on behalf of, or the beneficiary of a Benefit Plan Investor for which I am a trustee or custodian (whichever may be applicable), enforceable against the applicable individual or entity in accordance with its terms. I acknowledge and understand that my Units can be mandatorily redeemed by the Managing Owner, as set forth in the Prospectus and the Trust Agreement, and that my ability to redeem, exchange and/or transfer Units is subject to restrictions as set forth in the Prospectus and the Trust Agreement.
(4)	_____	If I am an individual, I am over 21 years old and am legally competent and am permitted by applicable law to execute and deliver this Subscription Agreement and Power of Attorney. The address set forth on the cover page of this Subscription Agreement is my true and correct address and I have no present intention of becoming a resident of any other state or country. If I am subscribing for a joint or community property account, I have full power and authority to purchase Units and enter into and be bound by the Subscription Agreement and Power of Attorney on behalf of the joint or community property account. Unless one of the two following sentences is applicable, I am purchasing Units for my own account and not as trustee, custodian or nominee for another. If I am subscribing as a custodian for a minor, either (i) the subscription is a gift I have made to that minor and is not made with the minor’s funds, in which case the representations as to net worth and annual income apply only to me as custodian; or (ii) if the subscription is not a gift, the representations as to net worth and annual income, as set forth in (1) above, (or in a special supplement to the Prospectus), apply only to that minor. If I am subscribing on behalf of a corporation, limited liability corporation, partnership or limited partnership, I have full power and

3

		authority to purchase Units and enter into and be bound by the Subscription Agreement and Power of Attorney on behalf of the entity for which I am purchasing Units, and such entity has full right and power to purchase such Units and enter into and be bound by the Subscription Agreement and Power of Attorney and become a Limited Owner and be bound by the terms and conditions of the Amended and Restated Declaration of Trust and Trust Agreement.
(5)	_____	If I am a trustee or custodian of a Benefit Plan Investor (or am otherwise an entity which holds plan assets), none of the Trustee, Managing Owner or any Selling Agent, or any of their affiliates either: (i) has investment discretion with respect to the investment of the assets of such entity being used to purchase Units; (ii) has authority or responsibility to give or regularly gives investment advice with respect to such Units 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 Units and that such advice will be based on the particular investment needs of the trust or custodian; or (iii) is an employer maintaining or contributing to the Trust. The purchase, holding and disposition of Units will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.
(6)	_____	I am a not, and will not be, a resident of Canada (for purposes of the Income Tax Act (Canada)) while I hold any Units and; I am not, and will not be, “affiliated” with the Administrator if such Administrator is a corporation or trust resident in Canada, or a Canadian partnership, all within the meaning of the Income Tax Act (Canada). I am not, and no beneficial owner of me is, (i) an individual, entity or organization identified on any U.S. Office of Foreign Assets Control “watch list” and do not have any affiliation of any kind with such an individual, entity or organization; (ii) a foreign shell bank; and (iii) a person or entity resident in or whose subscription funds are transferred from or through a jurisdiction identified as non-cooperative by the U.S. Financial Action Task Force. I am not, and no beneficial owner of me is, a senior foreign political figure,1 an immediate family member of a senior foreign political figure2, or a close associate of a senior foreign political figure3. The funds to be invested in the Funds and the Trust were not derived from activities that may contravene U.S. or non-U.S. anti-money laundering laws or regulations.
(7)	_____	I am acquiring Units for which I have subscribed for my own account, as principal, for investment and not with a view to the resale or distribution of all or a portion of such Units or, if I am an intermediary subscribing for Units as a record owner on behalf of one or more investors or beneficial owners, I agree that the representations made in item (6) are made by me on behalf of and with respect to both me and all such investors or beneficial owners. I acknowledge that, if, subsequent to my investment in the Trust, the Trust or the Managing Owner reasonably believes that I am or become a prohibited investor as described in item (6) or have otherwise breached my representations and covenants hereunder, the Trust or the Managing Owner may be obligated to (i) freeze my investment, either by prohibiting additional investments, declining any redemption requests and/or segregating the assets constituting the investment in accordance with applicable regulations, or by undertaking such other comparable action, or (ii) immediately redeem my investment. In any such case, I shall have no claim against the applicable Fund or the Managing Owner for any form of damages as a result of any of the aforementioned actions.
(8)	_____	If I am signing on behalf of a partnership, Defined Contribution Plan, Defined Benefits Plan, Estate, Trust, or Non-ERISA investor, I certify that I have the power, under its applicable charter or organization documents to enter into transactions in each of the following types of securities: (1) units of beneficial interest in a trust; (2) U.S. government securities; and (3) managed futures (i.e., futures, forward, option, spot, swap, and security futures contracts), and acknowledge that the Trust’s Managing Owner, Brookshire™ Raw Materials Management, LLC, has not been provided the Subscriber’s charter or organizational documents and that neither the Trust nor the Managing Owner will make a review or interpretation of such documents.

By making these representations and warranties, I am not waiving any rights of action which I may have under applicable federal or state securities laws. Federal and state securities law provides that any such waiver would be unenforceable. I should be aware, however, that the representations and warranties set forth herein may be asserted in the defense of the Trust, the Funds, the Managing Owner, or others in any subsequent litigation or other proceeding.

3. Covenants of Subscriber. By executing and submitting this Subscription Agreement and Power of Attorney, I hereby covenant to and agree with the Trust, the Funds and the Managing Owner to promptly provide any information deemed necessary by the Trust, the Trustee, the Managing Owner and my Selling Agent to comply with its anti-money laundering program and related responsibilities from time to time, to confirm that I am not a prohibited investor described in item (6) above, to promptly inform the Managing Owner if any

1	A “senior foreign political figure” is defined as an official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
2	“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.
3	A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

4

event occurs that results or is reasonably likely to result in me becoming a prohibited investor as described in item (6) above and that any redemption proceeds paid to me will be paid to the same account from which my investment in the applicable Fund was originally remitted, unless the Managing Owner or the Administrator agrees otherwise.

4. Acknowledgement of, Consent to and Agreement Regarding Subordination and Limitation on Interseries Liability. In my capacity as a Subscriber for Units in a Fund that are the subject of this Agreement (a “Contracting Fund”), I hereby agree and consent (the “Consent”) to look solely to the assets (the “Contracting Fund Assets”) of the relevant Contracting Fund and to the Managing Owner and its assets (to the extent of the Units owned by the Managing Owner in such Fund) for payment in respect of any claim against or obligation of such Fund and not against the assets of the Trust generally or of any other Fund. The Contracting Fund Assets of a particular Fund include only those funds and other assets that are paid, held or distributed to the Trust on account of and for the benefit of such Contracting Fund, including, without limitation, funds delivered to the Trust for the purchase of Units in such Fund. In furtherance of the Consent, I agree, with respect to each Contracting Fund, that (i) any debts, liabilities, obligations, indebtedness, expenses and claims of any nature and of all kinds and descriptions (collectively, “Claims”) of such Contracting Fund incurred, contracted for or otherwise existing and (ii) any Units, beneficial interests or equity ownership of any kind (collectively, “Units”) of such Contracting Fund, arising from, related to or in connection with the Trust and its assets and the Contracting Fund and the Contracting Fund Assets, shall be subject to the following limitations:

(a) (i) except as set forth below, my Claims and Units, if any, (collectively, the “Subordinated Claims and Units”) incurred, contracted for or otherwise existing, arising from, related to or in connection with a Contracting Fund, the Contracting Fund Assets, and assets of the Trust shall be expressly subordinate and junior in right of payment to any and all other claims against and Units in the Trust and any Contracting Fund thereof, and any of their respective assets, which may arise as a matter of law or pursuant to any contract; provided, however, that my bona fide Claims (if any) against and Units (if any) in the applicable Contracting Fund shall be pari passu and equal in right of repayment and distribution with all other bone fide Claims against the Contracting Fund, (ii) I will not take, demand or receive from any Fund or the Trust or any of their respective assets (other than the Contracting Fund or the Contracting Fund Assets) any payment for the Subordinated Claims and Units except in accordance with this subsection;

(b) my Claims and Units with respect to the Contracting Fund shall only be asserted and enforceable against the Contracting Fund, the Contracting Fund Assets and the Managing Owner and its assets; and such Claims and Units shall not be asserted or enforceable for any reason whatsoever against any other Fund, the Trust generally or any of their respective assets;

(c) if my Claims against the Contracting Fund or the Trust are secured in whole or in part, I hereby waive (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 Fund (other than the Contracting Fund), as the case may be;

(d) in furtherance of the foregoing, if and to the extent that I receive monies in connection with the Subordinated Claims and Units from a Fund or the Trust (or their respective assets), other than the Contracting Fund, the Contracting Fund Assets and the Managing Owner and its assets and except as permitted above, I shall be deemed to hold such monies in trust and shall promptly remit such monies to the Fund or the Trust that paid such amounts for distribution by the Fund 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 Units are sold, transferred, redeemed or in any way disposed of and notwithstanding that the agreements in respect of such Claims and Units are terminated, rescinded or canceled.

The representations and statements set forth herein may be asserted in the defense of the Trust, the Funds, the Managing Owner, or others in any subsequent litigation or proceeding.

5. Power of Attorney. By submitting this Subscription Agreement and Power of Attorney, and subscribing for Units, I hereby irrevocably constitute and appoint the Managing Owner and its successors and assigns, as my true and lawful attorney-in-fact and agent, with full power of substitution, in my name, place and stead, to (i) file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of the Trust and each Fund in which I invest, and (ii) execute, acknowledge, file and publish any Trust and Fund documents which may be considered necessary or desirable by the Managing Owner, including, without limitation, the execution of such certificates or other instruments which the Managing Owner deems appropriate or necessary in its sole discretion to qualify or continue the Trust as a statutory trust, any instrument which may be required to be filed by the Trust or a Fund under the Laws of any state or by any governmental agency, or which the Managing Owner deems advisable or necessary in its sole discretion to file and the Trust Agreement and any documents which may be required or appropriate to effect an amendment to the Trust Agreement approved under the terms of the Trust Agreement or a continuation of the Trust, the admission by me of the Power of Attorney as a Limited Owner or of others as additional or Substituted Limited Owners, or the termination of the Trust, provided in each case such continuation, admission or termination is in accordance with the terms of the Trust Agreement.

5

The Power of Attorney granted hereby is a special, irrevocable Power of Attorney coupled with an interest, and shall survive, and shall not be affected by, my subsequent death, incapacity, disability, liquidation, termination or dissolution or any delivery by me of an assignment of the whole or any portion of my Units except under the circumstance referenced in Article XIV of the Trust Agreement. The limitations on the Power of Attorney listed in Article XIVof the Trust Agreement shall apply to this Power of Attorney.

6. Governing Law. I hereby acknowledge and agree that this Subscription Agreement and Power of Attorney shall be governed by and be interpreted in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.

7. Irrevocability. I hereby acknowledge and agree that I am not entitled to cancel, terminate or revoke this Subscription Agreement or any of my agreements herein after this Subscription Agreement and Power of Attorney has been submitted (and not rejected) and that this subscription and such agreements shall survive my death or disability, but shall terminate with the full redemption of all my Units in the applicable Fund.

6

INSTRUCTIONS TO SUBSCRIPTION AGREEMENT FOR

BROOKSHIRE™ RAW MATERIALS (U.S.) TRUST

LIMITED UNITS OF BENEFICIAL INTERESTS

Any person considering subscribing for Units should carefully read and review a current Prospectus. The Prospectus should be accompanied by the most recent monthly report of the Trust.

INSTRUCTIONS (Please read carefully)

A.

Capitalized terms not defined in this Subscription Agreement and Power of Attorney have the meanings given to such terms in the final prospectus and disclosure document of the Trust, as amended or supplemented from time to time (the “Prospectus”), and the Amended and Restated Declaration of Trust and Trust Agreement of the Trust, a copy of which is attached as an exhibit to the Prospectus. References to “I” or “me” refer to each person or entity listed as a Subscriber on Item 6 on the cover page of this Subscription Agreement and Power of Attorney.

B.

Using a typewriter or printing in ink, check the appropriate box(es) and fill in the blanks on the signature page of this Subscription Agreement and Power of Attorney as directed herein.

Number 1	Check the applicable boxes:
	New Subscriber(s): Complete the entire signature page, as applicable; sign the signature page; and have the Financial Advisor complete the Financial Advisor information on the signature page.
	Existing Owner(s) of Units purchasing Units:
	(i) If your registration information is the same as in your original Subscription Agreement and Power of Attorney, complete Numbers 1, 2, 3 and 4 (only Social Security # or Taxpayer ID # necessary); complete Number 6; sign the signature page; and have the Financial Advisor complete the Financial Advisor information on the signature page.
	(ii) If your registration information has changed from the original Subscription Agreement and Power of Attorney, follow the instructions listed under “New Subscriber(s),” above.
Number 2	Please insert the total dollar amount of the subscription for each Fund, as applicable. The minimum subscription for any one Fund is $2,000 in the currency of the applicable Fund and even increments of $500 in excess thereof. There is no minimum for Benefit Plan Investors (including IRAs) but all subscriptions by Benefit Plan Investors (including IRAs) must be in increments of $500 in the currency of the Fund of the subscription. The minimum initial subscription amount for residents of Texas (including Benefit Plan Investors (including IRAs)) is $5,000. During the Continuous Offering Period, existing Limited Owners will be able to purchase additional Units in increments of $500. New Subscription Agreements and Powers of Attorney are required with each additional purchase. Fractional Units will be issued to four (4) decimal places.
Number 3	Enter Broker Dealer (“B/D”) Investor Account Number.
Number 4	Enter your Social Security Number or Taxpayer ID Number, as applicable, and check the appropriate box to indicate ownership type. For IRAs, the Taxpayer ID Number of the Custodian should be entered, as well as the Social Security Number of the investor. Please also initial the statements printed underneath box 4 regarding organizational transaction authority and trustee documentation, if applicable.
Number 5	Check the appropriate box(es) if you are, or are not, a Benefit Plan Investor (or otherwise an entity which holds plan assets). If subscribing as a trustee or custodian of a Benefit Plan Investor at the direction of the beneficiary of such plan, the representations apply only to the beneficiary of that plan. Initial where indicated.
Number 6	Enter the full legal name of each Subscriber. For UGMA/UTMA (Minor), enter the minor name in Number 6, followed by “Minor,” and enter the custodian name in Number 9. For Trusts, enter the Trust name in Number 6 and the Trustee(s) name(s) in Number 9. For Corporations, Partnerships and Estates, enter the entity name in Number 6 and the name of an

7

	officer or contact person in Number 9.
Number 7	Enter your residence or legal address and telephone number.
Number 8	Enter your mailing address, and telephone number, if such information is different from the information provided in Number 7.
Number 9	Enter the address, and telephone number of the custodian, if applicable.
Number 10	If you consent to receive delivery of reports of the Trust by electronic means, check the box in Number 10 and provide your e-mail address in the area indicated.
Signature Block	Sign and date the signature page. Do not sign without reading the representations and warranties and familiarizing yourself with the Prospectus.
Tax Information	Check the box regarding backup withholding, if applicable. You are subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code if you have been notified by the Internal Revenue Service that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. Please also review the statement under “UNITED STATES INVESTORS ONLY” or “NON-UNITED STATES INVESTORS ONLY,” as applicable, to ensure that you comply with the certification you are making by signing the signature page
Financial Advisor Information	To be completed and signed by the Financial Advisor. Selling Agent name, Financial Advisor name, Financial Advisor phone number, Financial Advisor fax number, Financial Advisor e-mail address, Financial Advisor Branch ID, Financial Advisor number and Financial Advisor address must be entered.
Reps. and Warranties	Please initial each representation and warranty on pages 3 and 4.

You should return this Subscription Agreement and payment to your Financial Advisor’s office address.

C.	Subscriber’s admission as a Limited Owner of a Fund will be effective when both the Subscriber’s duly completed Subscription Agreement and Power of Attorney is received and accepted by the Administrator or the Managing Owner and the Administrator or Managing Owner has been notified that cleared funds with respect to the subscription have been received by the Custodian. If the Subscription Agreement is received and accepted by the Administrator or Managing Owner or the Administrator or Managing Owner is notified that cleared funds have been received with respect to such subscription after 4:00 P.M. New York time, the subscription will be effective on the next Business Day.
D.	Payment of the subscription must be submitted with this Subscription Agreement in the form of a check or a wire transfer in accordance with the Trust’s wire transfer instructions which will be provided by the Administrator upon request.
E.	Residents of Iowa, Kansas, Minnesota and Texas must complete the applicable Supplement on the pages below.

8

BROOKSHIRE™ RAW MATERIALS (U.S.) TRUST

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF IOWA ONLY)

Any person considering subscribing for Units should carefully read and

review a current Prospectus of the Trust, including the

Subscription Information and Subscription Agreement attached thereto.

If you are a resident of Iowa, the Iowa Securities and Regulated Industries Bureau requires that you be an “accredited investor,” as defined in Rule 501 of the Securities Act of 1933, as amended, in order to purchase Units. As further described in Rule 501, an accredited investor includes:

• a bank, insurance company, registered investment company, business development company, or small business investment company;

• an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

• a charitable organization, corporation, or partnership with assets exceeding $5 million;

• a director, executive officer, or general partner of the company selling the securities;

• a business in which all the equity owners are accredited investors;

• a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase;

• a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

9

BROOKSHIRE™ RAW MATERIALS (U.S.) TRUST

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF KANSAS ONLY)

Any person considering subscribing for Units should carefully read and

review a current Prospectus of the Trust, including the

Subscription Information and Subscription Agreement attached thereto.

The Office of the Kansas Securities Commissioner recommends that you should limit your aggregate investment in our funds and other similar managed futures investments to not more than 10% of your liquid net worth. Liquid net worth is that portion of your total net worth (total assets minus total liabilities) that is comprised of cash, cash equivalents and readily marketable securities as determined in conformity with accounting principles generally accepted in the United States.

10

BROOKSHIRE™ RAW MATERIALS (U.S.) TRUST

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF MINNESOTA ONLY)

Any person considering subscribing for Units should carefully read and review a

current Prospectus of the Trust, including the Subscription Information and Subscription

Agreement attached thereto.

INSTRUCTIONS (Please read carefully)

All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Fund thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).

I certify that the category or categories of accredited investor indicated by the placement of my initials on the line(s) preceding the appropriate category or categories below are applicable to me (us).

Category 1. A bank, as defined in Section 3(a)(2) of the Act, whether acting in its individual or fiduciary capacity; or

Category 2. A savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; or

Category 3. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; or

Category 4. An insurance company as defined in Section 2(13) of the Act; or

Category 5. An investment company registered under the Investment Company Act of 1940; or

Category 6. A business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940; or

Category 7. A small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or

Category 8. A plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000; or

Category 9. An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are accredited investors; or

Category 10. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

Category 11. An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; or

Category 12. A director or executive officer of the Managing Owner; or

11

Category 13. A natural person whose individual net worth, or joint net worth (in each case not including homes, home furnishings or automobiles) with that person’s spouse, at the time of this purchase exceeds $1,000,000; or

Category 14. A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

Category 15. A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; or

Category 16. An entity in which all of the equity owners are accredited investors.

I agree to cooperate with and furnishing such additional information to the Trust as may be requested in order to verify my status as an accredited investor.

Dated:                                                                                  

Name:                                                                                  

Individual Signature (if applicable):                                                                                  

Entity Name:                                                                                  

By:                                                                                  

Name:                                                                                  

Title:                                                                                  

12

BROOKSHIRE™ RAW MATERIALS (U.S.) TRUST

SUPPLEMENT TO THE SUBSCRIPTION AGREEMENT FOR

LIMITED UNITS OF BENEFICIAL INTEREST

(FOR RESIDENTS OF TEXAS ONLY)

Any person considering subscribing for Units should carefully read and

review a current Prospectus of the Trust, including the

Subscription Information and Subscription Agreement attached thereto.

INSTRUCTIONS (Please read carefully)

A.	All capitalized and other defined terms used herein and not expressly defined herein shall have the same respective meaning as are assigned such terms in the final prospectus and disclosure document of the Trust and each Fund thereof, as the same may at any time and from time to time be amended or supplemented (the “Prospectus”).
B.	Please initial the space preceding the representations below after you have carefully read such representations.

I meet the minimum income and net worth standards set forth in the Prospectus.

I am purchasing Units for my own account.

I have received a current copy of the Prospectus.

I acknowledge that an investment in the Trust is not liquid except for the redemption provisions as set forth in the Prospectus.

I am aware that my minimum initial subscription requirement is $5,000, unless I am a Benefit Plan Investor (including IRA)s, in which I have no minimum initial subscription requirement or if I am a resident of Texas (including if I am a Benefit Plan Investor (including IRAs)) in which case my minimum initial subscription requirement is $5,000.

Signature of Subscriber:                                                                                  

Name of Subscriber:                                                                                  

Date:                                                                                  

13

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Core USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April     , 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Core CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Agriculture USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.5

Exhibit 31.5

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Agriculture CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.6

Exhibit 31.6

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Metals USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.7

Exhibit 31.7

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Metals CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.8

Exhibit 31.8

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Energy USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.9

Exhibit 31.9

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Energy CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.10

Exhibit 31.10

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.11

Exhibit 31.11

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Marshall, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ John Marshall
	John Marshall
	Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.12

Exhibit 31.12

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.13

Exhibit 31.13

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Core USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.14

Exhibit 31.14

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Core CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.15

Exhibit 31.15

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Agriculture USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.16

Exhibit 31.16

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Agriculture CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.17

Exhibit 31.17

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Metals USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.18

Exhibit 31.18

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Metals CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.19

Exhibit 31.19

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Energy USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.20

Exhibit 31.20

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Energy CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.21

Exhibit 31.21

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-31.22

Exhibit 31.22

CERTIFICATION PURSUANT TO
18 U.S.C.§1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen Adams, certify that:

1.	I have reviewed this annual report on Form 10-K of Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund, a Series of the Brookshire Raw Materials (U.S.) Trust;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 14, 2008	/s/ Stephen Adams
	Stephen Adams
	Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Trust for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Core USD Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Core USD Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.3

Exhibit 32.3

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Core CDN Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Core CDN Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.4

Exhibit 32.4

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Agriculture USD Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Agriculture USD Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.5

Exhibit 32.5

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Agriculture CDN Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Agriculture CDN Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.6

Exhibit 32.6

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Metals USD Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Metals USD Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.7

Exhibit 32.7

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Metals CDN Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Metals CDN Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.8

Exhibit 32.8

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Energy USD Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Energy USD Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.9

Exhibit 32.9

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Energy CDN Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Energy CDN Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.10

Exhibit 32.10

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Accelerated Core USD Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008

EX-32.11

Exhibit 32.11

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund, a series of Brookshire Raw Materials (U.S.) Trust, for the year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned hereby certifies, to the best of his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Brookshire Raw Materials (U.S.) Accelerated Core CDN Fund, a series of the Brookshire Raw Materials (U.S.) Trust.

/s/ John Marshall  

John Marshall 

Chief Executive Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

/s/ Stephen Adams  

Stephen Adams 

Chief Financial Officer of Brookshire Raw Materials Management, LLC, the Managing Owner of Brookshire Raw Materials (U.S.) Trust 

Date: April 14, 2008