Re: BROOKSHIRETM RAW MATERIALS (U.S.) TRUST PLACEMENT AGREEMENTSelling Agent Agreement • April 15th, 2008 • Brookshire Raw Materials (U.S.) Energy USD Fund • Commodity contracts brokers & dealers • Delaware
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.
BROOKSHIRE™ RAW MATERIALS (U.S.) TRUST SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY IMPORTANT: READ ALL PAGES IN THIS PACKET BEFORE SIGNINGSubscription Agreement • April 15th, 2008 • Brookshire Raw Materials (U.S.) Energy USD Fund • Commodity contracts brokers & dealers • Delaware
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.
CUSTODY AGREEMENTCustody Agreement • April 15th, 2008 • Brookshire Raw Materials (U.S.) Energy USD Fund • Commodity contracts brokers & dealers • New York
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”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • April 15th, 2008 • Brookshire Raw Materials (U.S.) Energy USD Fund • Commodity contracts brokers & dealers • Delaware
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”).
