Re: BROOKSHIRETM RAW MATERIALS (U.S.) TRUST PLACEMENT AGREEMENTSelling Agent Agreement • July 23rd, 2007 • Brookshire Raw Materials (U.S.) Metals CDN 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 • July 23rd, 2007 • Brookshire Raw Materials (U.S.) Metals CDN 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.
FORM OF LICENSE AGREEMENTForm of License Agreement • July 23rd, 2007 • Brookshire Raw Materials (U.S.) Metals CDN Fund • Commodity contracts brokers & dealers • Ontario
THIS AGREEMENT (“Agreement”) is made the day of , 2007, by and among BROOKSHIRE RAW MATERIALS GROUP INC., a company incorporated under the laws of Ontario (the “Licensor”), Brookshire Raw Materials Management, LLC (in such capacity, the “Managing Owner”) and BROOKSHIRE RAW MATERIALS (U.S.) TRUST, a statutory trust established under the Delaware Statutory Trust Act on behalf of each Fund (as defined below) (the “Trust”; and together with the Managing Owner, the “Licensees”) pursuant to the Amended and Restated Declaration of Trust and Trust Agreement of the Trust dated ___, 2007 (the “Trust Agreement”). Capitalized terms not defined in this Agreement have the meanings given to such terms in the Trust Agreement.
